TIDM40VY

RNS Number : 5766X

Scottish Widows Limited

30 April 2019

30 April 2019

SCOTTISH WIDOWS LIMITED

PUBLICATION OF THE ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 31 DECEMBER 2018

Scottish Widows Limited has published its Annual Report and Accounts for the year ended 31 December 2018 (the "Accounts") which will shortly be available on the Scottish Widows website at www.scottishwidows.co.uk Copies of the Accounts have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

ADDITIONAL INFORMATION REQUIRED BY THE DISCLOSURE AND TRANSPARENCY RULES ("DTR")

The information below is extracted from the Accounts and constitutes the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full Accounts and is provided solely for the purposes of complying with DTR 6.3.5. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:

   --      select suitable accounting policies and then apply them consistently; 

-- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and IFRSs as adopted by the European Union have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

   --      make judgments and accounting estimates that are reasonable and prudent; and 

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. A copy of the financial statements is placed on our website www.scottishwidows.co.uk.

Each of the Directors whose names are listed on page 3 confirms that, to the best of their knowledge:

- the Group and Company financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company; and

- the Group strategic report on pages 4 to 7, and the Directors' Report on pages 8 to 10 include a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

PRINCIPAL RISKS AND UNCERTAINTIES

Details of key risks are set out in note 38.

In addition, as described in note 28, during the ordinary course of business the Group is subject to complaints and threatened or actual legal proceedings (including class or Group action claims) brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges, investigations and enforcement actions, both in the United Kingdom 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 at the relevant balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or because further time is needed to properly assess the situation, and no provisions are held in relation to such matters. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.

   38.        Risk management 

The principal activity of the Group is the undertaking of ordinary long-term insurance and savings business and associated investment activities in the United Kingdom. The Group offers a wide range of life insurance products such as annuities, pensions, whole life, term life and investment type products through independent financial advisors, the LBG network and direct sales. The Company also reinsures business with insurance entities external to the Group.

The Group assesses the relative costs and concentrations of each type of risk and material issues are escalated to the appropriate Insurance executive committees and onto the Board if required.

This note summarises these risks and the way in which the Group manages them.

   (a)        Governance framework 

The Group is part of LBG, which has established a risk management function with responsibility for implementing the LBG risk management framework (with appropriate Insurance focus) within the Group.

This enterprise-wide risk management framework for the identification, assessment, measurement and management of risk covers the full spectrum of risks that the Group and Company are exposed to, with risks categorised according to an approved LBG risk language. This covers the principal risks faced by the Group, including the exposures to market, insurance underwriting, model risk, credit, capital, liquidity, regulatory & legal, conduct, people, governance, operational and financial reporting risks. The performance of the Group, its continuing ability to write business and the strategic management of the business depend on its ability to manage these risks.

Responsibility for setting and managing risk appetite and risk policy resides with the Board. Risks are managed in line with LBG and Insurance risk policies. The Board has delegated certain risk matters to the Insurance Risk Oversight Committee ("ROC") with operational implementation assigned to the Insurance and Wealth Risk Committee ("IWRC").

The risk management approach aims to ensure effective independent checking or "oversight" of key decisions by operating a "three lines of defence" model. The first line of defence is line management, who have direct accountability for risk decisions. The Risk function provides oversight and challenge and is the second line of defence. Internal Audit, the third line of defence, provide independent assurance to the Insurance Audit Committee and the Board that risks are recognised, monitored and managed within acceptable parameters.

Policy owners, identified from appropriate areas of the LBG and Insurance business, are responsible for drafting risk policies, for ensuring that they remain up-to-date and for facilitating any changes. Policies are subject to at least an annual review. Limits are prescribed within which those responsible for the day to day management of each Group company can take decisions. Line management are required to follow prescribed reporting procedures to the bodies responsible for monitoring compliance with policy and controlling the risks.

   (b)        Risk appetite 

Risk appetite is the amount and type of risk that the Board prefers, accepts or wishes to avoid and is aligned to group and LBG strategy. The Board has defined a framework for the management of risk and approved a set of risk appetite statements that cover financial risks (capital, insurance underwriting, credit, market and liquidity), operational risks, people, conduct risks, regulatory & legal risks, financial reporting, model risk and governance risks. The risk appetite statements set limits for exposures to the key risks faced by the business. Risk appetite is reviewed at least annually by the Board. Executive owned Tier 2 and Tier 3 limits sit beneath Board owned risk appetite (Tier 1) and are managed and governed within the Insurance business.

Experience against Risk Appetite is reported monthly (by exception) to each meeting of IWRC and ROC. Copies are also supplied regularly to the Group's regulators as part of the close and continuous relationship. Reporting focuses on ensuring, and demonstrating to the Board, and their delegate the ROC that the Group is run in line with approved risk appetite. Any breaches of risk appetite require clear plans and timescales for resolution.

   (c)        Financial risks 

The Group writes a variety of insurance and investment contracts which are subject to a variety of financial risks, as set out below. Contracts can be either single or regular premium and conventional (non-profit), With Profits or unit-linked in nature.

The Group is exposed to a range of financial risks through its financial assets, financial liabilities, assets arising from reinsurance contracts and liabilities arising from insurance and investment contracts. In particular, the key financial risk is that long-term investment proceeds are not sufficient to fund the obligations arising from its insurance and investment contracts. The most important components of financial risk are market, insurance underwriting, credit, capital and liquidity risk.

The Group manages these risks in a numbers of ways, including risk appetite assessment and monitoring of capital resource requirements. In addition, the Principles and Practices of Financial Management ("PPFMs") set out the way in which the With Profits business is managed. The Group also uses financial instruments (including derivatives) as part of its business activities and to reduce its own exposure to market risk and credit risk.

For With Profits business, subject to minimum guarantees, policyholders' benefits are influenced by the smoothed investment returns on assets held in the With Profits Funds. The smoothing cushions policyholders from daily fluctuations in investment markets. This process is managed in accordance with the published PPFMs.

The financial risks arising from providing minimum guaranteed benefits are borne in the With Profits Funds, but the Group bears financial risk in relation to the possibility that in extreme market conditions the With Profits Funds might be unable to bear the full costs of the guarantees. The amount of the guaranteed benefits increases as additional benefits are declared and allocated to policies.

For unit-linked business, policyholders' benefits are closely linked to the investment returns on the underlying funds. In the short term, profit and equity are therefore largely unaffected by investment returns on assets in internal unit-linked funds as any gains or losses will be largely offset by changes in the corresponding insurance and investment contract liabilities, provided that there is appropriate matching of assets and liabilities within these funds. However, any change in the market value of these funds will have an indirect impact on the Group and Company through the collection of annual management and other fund related charges. As markets rise or fall, the value of these charges rises or falls correspondingly.

For non-participating business, the principal market risk is interest rate risk, which arises because assets and liabilities may exhibit differing changes in market value as a result of changes in interest rates. Asset and liability matching is used to mitigate the impact of changes in interest rates where the difference is material.

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The summary of significant accounting policies (note 1) describes how the classes of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognised.

The timing of the unwind of the deferred tax assets and liabilities is dependent on the timing of the unwind of the temporary timing differences, arising between the tax bases of the assets and liabilities and their carrying amounts for financial reporting purposes, to which these balances relate.

The sensitivity analyses given throughout this note are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur as changes in some of the assumptions may be correlated, for example changes in interest rates and changes in market values. The sensitivity analysis presented also represents management's assessment of a reasonably possible alternative in respect of each sensitivity, rather than worst case scenario positions.

   (1)     Market risk 

Market risk is defined as the risk that unfavourable market moves (including changes in and increased volatility of interest rates, market-implied inflation rates, credit spreads and prices for bonds, foreign exchange rates, equity, property and commodity prices and other instruments) lead to reductions in earnings and/or value.

Investment holdings within the Group are diversified across markets and, within markets, across sectors. Holdings of individual assets are diversified to minimise specific risk and large individual exposures are monitored closely. For assets held with unit-linked funds, investments are only permitted in countries and markets which are sufficiently regulated and liquid.

Market risk policy is dependent on the nature of the funds in question, and can be broadly summarised as follows:

-- Assets held in shareholder funds are invested in money market funds, gilts, loans and investment grade bonds to match regulatory capital requirements. The balance of the shareholder fund assets is managed in line with the policies of LBG to optimise shareholder risk and return. This includes suitable use of derivatives to minimise shareholder risk.

   --     Unit-linked assets are invested in accordance with the nature of the fund mandates. 

-- Conventional non-profit liabilities are "close matched" as far as possible in relation to currency, nature and duration.

-- With Profits Funds are managed in line with the published PPFMs. Benchmarks and minimum and maximum holdings in asset classes are specified to allow limited investment management discretion whilst ensuring adequate diversification. Swaps and swaptions provide significant protection to the With Profits Funds from the effects of interest rate falls in respect of the cost of guaranteed annuity rates.

Below is an analysis of assets and liabilities at fair value through profit or loss and assets and liabilities for which a fair value is required to be disclosed, according to their fair value hierarchy (as defined in note 1 (e)).

Group As at 31 December 2018

 
                                                       Fair value hierarchy 
                                                  Level   Level   Level    Total 
                                                     1       2       3      GBPm 
                                                   GBPm    GBPm    GBPm 
================================================  ======  ======  ======  ======= 
 
Investment properties                                  -       -   3,729    3,729 
Assets arising from reinsurance contracts 
 held at fair value through profit or loss             -   7,132       -    7,132 
Shares and other variable yield securities        74,718       -     666   75,384 
Debt and other fixed/variable income securities   10,819  19,962     252   31,033 
Loans and advances to customers                        -       -   7,845    7,845 
Loans and advances to banks                            -   2,518       1    2,519 
Derivative financial assets                           90   3,028      39    3,157 
Total assets                                      85,627  32,640  12,532  130,799 
------------------------------------------------  ------  ------  ------  ------- 
 
Derivative financial liabilities                     132   2,587       -    2,719 
Liabilities arising from non-participating 
 investment contracts                                  -  13,855       -   13,855 
Subordinated debt                                      -   1,769       -    1,769 
Total liabilities                                    132  18,211       -   18,343 
------------------------------------------------  ------  ------  ------  ------- 
 

For all financial instruments held at amortised cost by the Group and Company, carrying value is a reasonable approximation of fair value.

Company As at 31 December 2018

 
                                                       Fair value hierarchy 
                                                   Level   Level   Level   Total 
                                                     1        2      3      GBPm 
                                                    GBPm    GBPm    GBPm 
================================================  =======  ======  =====  ======= 
 
Investment properties                                   -       -    184      184 
Assets arising from reinsurance contracts 
 held at fair value through profit or loss              -   7,132      -    7,132 
Shares and other variable yield securities         84,876      84    681   85,641 
Debt and other fixed/variable income securities     5,345   6,511    882   12,738 
Loans and advances to customers                         -       -  7,259    7,259 
Loans and advances to banks                             -   1,470      -    1,470 
Derivative financial assets                            76   3,013     40    3,129 
Transfer of Assets held for sale                  (2,051)       -  (114)  (2,165) 
Total assets                                       88,246  18,210  8,932  115,388 
 
Derivative financial liabilities                      103   2,578      -    2,681 
Liabilities arising from non-participating 
 investment contracts                                   -  13,825      -   13,825 
Subordinated debt                                       -   1,799      -    1,799 
Total liabilities                                     103  18,202      -   18,305 
------------------------------------------------  -------  ------  -----  ------- 
 

For all financial instruments held at amortised cost by the Group and Company, carrying value is a reasonable approximation of fair value.

Group As at 31 December 2017

 
                                                       Fair value hierarchy 
                                                  Level   Level   Level    Total 
                                                     1       2       3      GBPm 
                                                   GBPm    GBPm    GBPm 
================================================  ======  ======  ======  ======= 
 
Investment properties                                  -       -   3,640    3,640 
Assets arising from reinsurance contracts 
 held at fair value through profit or loss             -   7,812       -    7,812 
Shares and other variable yield securities        83,661       -     872   84,533 
Debt and other fixed/variable income securities   10,675  20,507   7,662   38,844 
Derivative financial assets                          244   3,160      61    3,465 
Total assets                                      94,580  31,479  12,235  138,294 
------------------------------------------------  ------  ------  ------  ------- 
 
Derivative financial liabilities                     585   2,562       -    3,147 
Liabilities arising from non-participating 
 investment contracts                                  -  15,447       -   15,447 
Subordinated debt                                      -   1,795       -    1,795 
Total liabilities                                    585  19,804       -   20,389 
------------------------------------------------  ------  ------  ------  ------- 
 

Company As at 31 December 2017

 
                                                       Fair value hierarchy 
                                                  Level   Level   Level   Total 
                                                     1       2      3      GBPm 
                                                   GBPm    GBPm    GBPm 
================================================  ======  ======  =====  ======= 
 
Investment properties                                  -       -    189      189 
Assets arising from reinsurance contracts 
 held at fair value through profit or loss             -   7,812      -    7,812 
Shares and other variable yield securities        92,908     142    823   93,873 
Debt and other fixed/variable income securities    4,917   6,968  7,683   19,568 
Derivative financial assets                          214   3,149     61    3,424 
Total assets                                      98,039  18,071  8,756  124,866 
------------------------------------------------  ------  ------  -----  ------- 
 
Derivative financial liabilities                     530   2,528      -    3,058 
Liabilities arising from non-participating 
 investment contracts                                  -  15,447      -   15,447 
Subordinated debt                                      -   1,836      -    1,836 
Total liabilities                                    530  19,811      -   20,341 
------------------------------------------------  ------  ------  -----  ------- 
 

Assets arising from reinsurance contracts held at fair value through profit and loss are valued using the published price for the funds invested in. Participating investment contracts are not included above, on the basis that fair value and carrying value would not be materially different.

The derivative securities classified as Level 2 above have been valued using a tri-party pricing model as determined by the Pricing Source Agreement between Aberdeen Standard Investments and State Street. Prices are sourced from external sources, counterparties, and the Investment Manager (Aberdeen Standard Investments). Further detail on valuation is given in note 1(p).

Assets classified as Level 3 comprise private equity investments and property investment vehicles within equity securities, investment properties, certain loans assets, certain asset backed securities and equity release mortgages within debt securities and a prepayment hedge within derivative financial assets.

Private equity investments are valued using the financial statements of the underlying companies prepared by the general partners, adjusted for known cash flows since valuation and subject to a fair value review to take account of other relevant information. Property investment vehicles are valued based on the net asset value of the relevant Company which incorporates surveyors' valuations of property. Investment property is independently valued as described in note 17. Valuations are based on observable market prices for similar properties. Adjustments are applied, if necessary, for specific characteristics of the property, such as the nature, location, or condition of the specific asset. If such information is not available alternative valuation methods such as discounted cash flow analysis or recent prices in less active markets are used. Where any significant adjustments to observable market prices are required, the property would be classified as Level 3. Whilst such valuations are sensitive to estimates, it is believed that changing one or more of the assumptions to reasonably possible alternative assumptions would not change the fair value significantly.

The following valuation methods and sensitivity of valuation assumptions are applied to both the Group and the Company.

Loan assets

Loans classified as Level 3 within debt securities are valued using a discounted cash flow model. The discount rate comprises market observable interest rates, a risk margin that reflect loan credit ratings and calibrated to weighted average life on borrower level using sector bond spread curves for each rating, and an incremental illiquidity premium that is estimated by reference to historical spreads at origination on similar loans where available and established measures of market liquidity. Libor tenor and base rate options are valued stochastically using expected value approach, where simulated market data is based on historical market information. Prepayment options are valued using a monthly time step binomial tree approach.

Unobservable inputs in the valuation model include an Illiquidity premium (2018 loan to bond spreads: 18.5bps to 51.5bps) and Inferred spreads (2018 credit spreads: 129.97bps to 53.98bps). The effect of applying reasonably possible alternative assumptions to the value of these loans would be to decrease the fair value by GBP304m (2017: GBP235m) or increase it by GBP326m (2017: GBP276m). There are no material interdependencies between the above assumptions.

Equity release mortgages - ERM SPV

A portfolio of Equity Released Mortgages is securitised through a Special Purpose Vehicle into a Senior Note (A Note) and a Junior Note (B Note). These notes are classified as Level 3 within debt securities.

The equity release mortgages are valued using a discounted cash flow approach. Decrements (mortality, voluntary early repayment, entry into long-term care) are used to determine the incidence of cash flows. The discount rate is based on a risk free rate plus a spread to compensate for the risks associated with the loans which is determined on a portfolio level. There is a No Negative Equity Guarantee on the mortgages which is valued with a time-dependent Black-Scholes model (GBP16.7m) (2017: GBP18.2m)

Unobservable inputs in the valuation model include gross interest rate on mortgages 4.26% to 5.58% (Dec 2017: 5.75% to 7.25%), spread over risk-free (over swap) 2.43% to 2.95% (Dec 2017: 3.44% to 3.78%), residential property volatility and value 4.7% to 21.3% (Dec 2017: 3.6% to 16.4%), voluntary early repayment rate 5.29% to 11.14% (Dec 2017: 6.26% to 9.08%), delay in settlement of loan 3 months to 26 months (Dec2017: 3 months to 26 months), property valuation haircut -5% to -10% (Dec 2017: -5% to -10%), and expected equity return 8% to 12% (Dec 2017: 8% to 12%). For December 2018 Valuation Uncertainty calculations, the Pricing Adjustment was excluded which resulted in more conservative figures and skewed valuation uncertainty figures with the favourable more aligned towards the base and a greater downside. The effect of applying the aforementioned reasonably possible alternative assumptions in line with the ranges disclosed above would decrease the fair value by GBP16.5m (Dec. 2017: GBP4.9m) or increase it by GBP0.6m (Dec. 2017: GBP14.2m). There are no material interdependencies between the above assumptions.

Prepayment hedge

Level 3 derivatives include a bespoke prepayment hedge executed to mitigate prepayment risk within debt securities. An expected value approach based on a Monte Carlo simulation is applied to value the derivative. Calculation of the downside valuation uncertainty is taken as the difference between the 99th percentile value of the Monte Carlo simulation and the mean valuation. The effect of applying a reasonably possible alternative assumption to the value of this asset would be to decrease the fair value by GBP30m (2017: GBP14m) or increase it by GBP0m (2017: GBP16m).

AgFe RESDF

The AgFe UK Real Estate Senior Debt Fund (known as AgFe RESDF) is a limited partnership set up and managed by AgFe. The asset is classified as a Level 3 asset and is included within equity securities. The fund holds a portfolio of underlying commercial real estate loans and is administered by Langham Hall. The AgFe RESDF fund consists of 10 senior loans which are marked-to-model valued using a discounted cash flow approach. The single source of valuation uncertainty for these loans is concerned with property values 7.5% to 12.5% (Dec. 2017 stresses: 7.5% to 12.5%). The effect of applying reasonably possible alternative assumptions to the value of these loans would be to decrease the fair value by GBP6.0m (Dec. 2017: GBP8.2m) or increase it by GBP2.3m (Dec. 2017: GBP0.8m).

Agricultural Loans - AMC SPV

A portfolio of agricultural loans is securitised through a Special Purpose Vehicle into a Senior Note (A Note) and a Junior Note (E Note). These notes are classified as Level 3 within debt securities. The underlying agricultural loans are valued using a discounted cash flow approach. The discount rate comprises market observable interest rates, a risk margin that reflect underlying loan credit ratings, a spread to represent the risks associated with the Agricultural sector (Via CMBS bonds as a proxy) and an incremental illiquidity premium as well as a prepayment cost of capital premium. The discount rate is based on a risk free rate plus a spread to compensate for the risks associated with the loans, which is determined on a portfolio level.

Unobservable inputs in the Agriculture valuation model include: Generic spreads based of Merrill Lynch pool of bonds (change of +12,8bps and 0bps to base), Illiquidity premium (2018 loan to bond spreads: 18.5bps to 51.5bps), and Commercial Mortgage Backed Securities (CMBS) inferred spreads (2018 spreads: -10bps to 67bps) and prepayment rates (2018 rates: 0.11% to 0.22% for 1-5yrs and 0.13% to 0.38% for 5+ yrs.).

The effect of applying reasonably possible alternative assumptions to the valuation of the loans and senior note would be to decrease the fair value of the SPV by GBP15.4m or increase it by GBP17.6m. There are no material interdependencies between the above assumptions.

The table below shows movements in the assets and liabilities measured at fair value based on valuation techniques for which any significant input is not based on observable market data (Level 3 only).

Group

 
                                                      2018                    2017 
                                               GBPm       GBPm        GBPm        GBPm 
============================================  ======  =============  =======  ============= 
                                              Assets    Liabilities  Assets     Liabilities 
Balance at 1 January                          12,235              -   11,535              - 
Transfers in                                     703              -      103             19 
Transfers out                                  (664)              -    (195)           (19) 
Purchases                                      1,125              -    1,268              - 
Disposals                                      (950)              -  (1,013)              - 
Net gains recognised within net gains 
 on assets and liabilities at fair value 
 through profit or loss in the statement 
 of comprehensive income                          83              -      537              - 
 
Balance at 31 December                        12,532              -   12,235              - 
--------------------------------------------  ------  -------------  -------  ------------- 
 
Total unrealised gains for the period 
 included in the statement of comprehensive 
 income for assets and liabilities held 
 at 31 December                                   32              -      209              - 
--------------------------------------------  ------  -------------  -------  ------------- 
 

Company

 
                                                   2018                   2017 
                                            GBPm       GBPm        GBPm       GBPm 
=========================================  ======  =============  ======  ============= 
                                           Assets    Liabilities  Assets    Liabilities 
Balance at 1 January                        8,756              -   8,059              - 
Transfers in                                   21              -       4              - 
Transfers out                                (85)              -    (52)              - 
Purchases                                     953              -   1,026              - 
Disposals                                   (521)              -   (512)              - 
Assets held for sale                        (114)              -       -              - 
Net gains recognised within net gains 
 on assets and liabilities at fair value 
 through profit or loss in the statement 
 of comprehensive income                     (78)              -     231              - 
 
Balance at 31 December                      8,932              -   8,756              - 
-----------------------------------------  ------  -------------  ------  ------------- 
 
Total unrealised gains for the period 
 included in the statement 
 of comprehensive income for assets 
 and liabilities held at 31 December           20              -     192              - 
-----------------------------------------  ------  -------------  ------  ------------- 
 

Total gains or losses for the period included in the statement of comprehensive income, as well as total gains or losses relating to assets and liabilities held at the reporting date, are presented in the statement of comprehensive income, through net gains/losses on assets and liabilities at fair value through profit or loss.

   (i)     Equity and property risk 

The exposure of the Group's insurance and investment contract business to equity risk relates to financial assets and financial liabilities whose values will fluctuate as a result of changes in market prices other than from interest and foreign exchange fluctuations. This is due to factors specific to individual instruments, their issuers or factors affecting all instruments traded in the market. Accordingly, the Group monitors exposure limits both to any one counterparty and any one market.

During 2018, exposure to market risk was managed by the implementation of unit matching and equity hedging to reduce the sensitivity of future dividend payments to market movements. Unit matching involves more effectively matching unit linked liabilities on a best-estimate view (as defined by Solvency regulations). This best-estimate view incorporates an allowance for expected future income and expenses, which are not fully allowed for under IFRS. As a result, this leads to a mismatch between IFRS statutory assets and liabilities in respect of market movements. For example, in the event of rising markets, a loss would now be recognised in the accounts as a result of this mismatch, which would be offset in the future due to higher income as fees are received.

The sensitivity analysis below illustrates how the fair value of future cash flows in respect of equities and properties, net of offsetting movements in insurance and investment contract liabilities, will fluctuate because of changes in market prices at the reporting date. The equity sensitivity includes the impact of unit matching and equity hedging which leads to a statutory profit, mainly due to the hedge payoff under falling markets.

 
                                                 Impact on profit 
                                                   after tax and 
                                                  equity for the 
                                                       year 
                                                 2018       2017 
                                                 GBPm       GBPm 
=============================================  ========  ========= 
 
 10% (2017: 10%) decrease in equity prices          140      (100) 
 10% (2017: 10%) decrease in property prices        (5)        (6) 
 
 

Following an update to the methodology the sensitivities now allow for the impact on charges to funds for policyholder tax. This has significantly changed the size of the impacts.

    (ii)   Interest rate risk 

Interest rate risk is the risk that the value of future cash flows of a financial instrument will fluctuate because of changes in interest rates and the shape of the yield curve. Interest rate risk in respect of the Group's insurance and investment contracts arises when there is a mismatch in duration or yield between liabilities and the assets backing those liabilities.

The Group's interest rate risk policy requires that the maturity profile of interest-bearing financial assets is appropriately matched to the guaranteed elements of the financial liabilities.

A fall in market interest rates will result in a lower yield on the assets supporting guaranteed investment returns payable to policyholders. This investment return guarantee risk is managed by matching assets to liabilities as closely as possible. An increase in market interest rates will result in a reduction in the value of assets subject to fixed rates of interest which may result in losses, as a result of an increase in the level of surrenders, the corresponding fixed income securities have to be sold.

The effect of changes in interest rates in respect of financial assets which back insurance contract liabilities is given in note 37. The effect on the Group of changes in the value of investments held in respect of investment contract liabilities due to fluctuations in market interest rates is negligible as any changes will be offset by movements in the corresponding liability.

The sensitivity analysis below illustrates how the fair value of future cash flows in respect of interest-bearing financial assets, net of offsetting movements in insurance and investment contract liabilities, will fluctuate because of changes in market interest rates at the reporting date.

 
                                                       Impact on profit 
                                                         after tax and 
                                                        equity for the 
                                                             year 
                                                        2018      2017 
                                                        GBPm      GBPm 
===================================================  =========  ======== 
 
 25 basis points (2017: 25 basis points ) increase 
  in yield curves                                           18        11 
 25 basis points (2017: 25 basis points ) decrease 
  in yield curves                                         (24)      (16) 
 
 

(iii) Foreign exchange risk

Foreign exchange risk relates to the effects of movements in exchange markets including changes in exchange rates.

US corporate bonds are held within the annuity portfolio, the cash flows of which are hedged to ensure close matching of the annuity liabilities is maintained. Foreign exchange risk arises on these investments as there may be a mismatch in fair values of the bonds and derivatives resulting from movements in US dollar - sterling exchange rates.

With the exception of these holdings, the overall risk to the Group is minimal due to the following:

   --      The Group's principal transactions are carried out in pounds sterling; 

-- The Group's financial assets are primarily denominated in the same currencies as its insurance and investment contract liabilities; and

-- Other than shareholder funds, all non-linked investments of the non-profit funds are in sterling or are currency matched. The effect on the Group of changes in the value of investments held in respect of investment contract liabilities due to fluctuations in foreign exchange rates is negligible as any changes will be offset by movements in the corresponding liability.

The fair value of US dollar assets and liabilities, net of offsetting movements in insurance and investment contract liabilities, will fluctuate because of changes in exchange rates at the reporting date. Sensitivity analysis for the impact of a 10% depreciation of sterling against the US dollar shows a GBPnil impact for 2018 on profit after tax and equity (2017: GBPnil).

   (2)     Insurance underwriting risk 

Insurance underwriting risk is defined as the risk of adverse developments in longevity, mortality, persistency, General Insurance underwriting and policyholder behaviour, leading to reductions in earnings and/or value.

The principal risk the Group faces under insurance contracts is that the actual claims and benefit payments exceed the amounts expected at the time of determining the insurance liabilities.

The nature of the Group's business involves the accepting of insurance underwriting risks which primarily relate to mortality, longevity, morbidity, persistency and expenses. When transacting new business, the Group underwrites policies to ensure an appropriate premium is charged for the risk or that the risk is declined.

The Group principally writes the following types of life insurance contracts:

- Life assurance - where the life of the policyholder is insured against death or permanent disability, usually for pre-determined amounts;

- Annuity products - where typically the policyholder is entitled to payments which cease upon death; and

- Morbidity products - where the policyholder is insured against the risk of contracting a defined illness.

For contracts where death is the insured risk, the most significant factors that could increase the overall level of claims are epidemics or widespread changes in lifestyle, such as eating, smoking and exercise habits, resulting in earlier or more claims than expected. The possibility of a pandemic, for example one arising from influenza, is regarded as a potentially significant mortality risk. For contracts where survival is the insured risk, the most significant factor is continued improvement in medical science and social conditions that would increase longevity.

For contracts with fixed and guaranteed benefits and fixed future premiums, there are no mitigating terms and conditions that significantly reduce the insurance underwriting risk accepted. For participating investment contracts, the participating nature of these contracts results in a significant portion of the insurance underwriting risk being shared with the policyholder.

Insurance underwriting risk is also affected by the policyholders' right to pay reduced or no future premiums, to terminate the contract completely, to exercise a guaranteed annuity option or, for bulk annuity business, for pensioners to exercise options following retirement. As a result, the amount of insurance underwriting risk is also subject to policyholder behaviour. On the assumption that policyholders will make decisions that are in their best interests, overall insurance underwriting risk will generally be aggravated by policyholder behaviour. For example, it is likely that policyholders whose

health has deteriorated significantly will be less inclined to terminate contracts insuring death benefits than those policyholders who remain in good health.

The Group has taken account of the expected impact of policyholder behaviour in setting the assumptions used to measure insurance and investment contract liabilities.

The principal methods available to the Group to control or mitigate longevity, mortality and morbidity risk are through the following processes:

   --       Underwriting (the process to ensure that new insurance proposals are properly assessed); 

-- Pricing-to-risk (new insurance proposals would usually be priced in accordance with the underwriting assessment);

   --       Demographics to accurately assess mortality risk; 
   --       Claims management; 
   --       Product design; 
   --       Policy wording; and 
   --       The use of reinsurance and other risk mitigation techniques. 

Rates of mortality and morbidity are investigated annually based on the Group's recent experience. Future mortality improvement assumptions are set using the latest population data available. In addition, bulk annuity business pricing and valuation assumptions also consider underlying experience of the scheme where available. Where they exist, the reinsurance arrangements of each company in the Group are reviewed at least annually.

Persistency risk is the risk associated with the ability to retain long-term business and the ability to renew short-term business. The Group aims to reduce its exposure to persistency risk by undertaking various initiatives to promote customer loyalty. These initiatives are aimed both at the point of sale and through direct contact with existing policyholders, for example through annual statement information packs.

Further information on assumptions, changes in assumptions and sensitivities in respect of insurance and participating investment contracts is given in note 37.

    (3)    Credit risk 

The risk that parties with whom we have contracted, fail to meet their financial obligations, resulting in loss to the Group.

The Group accepts credit risk with a variety of counterparties through invested assets which are primarily used to back annuity business, cash in liquidity funds and bank accounts, derivatives and reinsurance. These are managed through a credit control framework which uses a tiered approach to set credit limits:

-- Tier 1: Credit limits are set by the Insurance Board as part of the overall Insurance Risk Appetite.

-- Tier 2: Insurance and Wealth Investment Strategy Committee ('IWISC') assists the IWISC Chair to set additional controls, sub limits and guidelines. These operate within the boundaries of the Board's Tier 1 Risk Appetite statements and are designed to assist the business with more efficient utilisation of higher level Board Risk Appetite statements in delivery of Insurance's investment strategy.

-- Tier 3: Insurance Credit approvers have individual personal delegated authorities from the Insurance Board to approve exposures to individual counterparties. Amounts above these delegated authorities require approval by the Insurance Board.

Group exposure limits are set for the maximum single name concentration, industry sector, country of risk and portfolio quality. In addition, each individual counterparty exposure requires a counterparty limit or is within the criteria of an approved sanction matrix.

Group exposures are reported on a monthly basis to the Insurance Shareholder Investment Management Committee ('ISIM') and semi-annually to IWISC, and other senior committees. Any exceptions to limits must be approved in advance by the relevant authority that owns that limit, and any unapproved excesses notified to that authority as a breach.

A core part of the invested asset portfolio which backs the annuity business is invested in loan assets. These have predominately been purchased from LBG although the Group has also started originating new business. All loan assets are assessed and monitored using established robust processes and controls.

Reinsurance is primarily used to reduce insurance risk. However, it is also sought for other reasons such as improving profitability, reducing capital requirements and obtaining technical support. In addition, reinsurance is also used to offer policyholders access to third party funds via Investment Fund Links which we are unable to provide through other means. The Group's reinsurance strategy is to reduce the volatility of profits through the use of reinsurance whilst managing the insurance and credit risk within the constraints of the risk appetite limits.

The Group has reinsurance on all significant lines of business where mortality, morbidity or property risks exceed set retention limits. This does not, however, discharge the Group's liability as primary insurer. If a reinsurer fails to pay a claim for any reason, the Group remains liable for the payment to the policyholder. All new material reinsurance treaties are subject to Board approval and reinsurance arrangements are reviewed annually to ensure that the reinsurance strategy is being achieved. Reinsurance for Investment Fund Links is not assessed as a counterparty exposure for the Group since with invested assets matching liabilities, any loss to the Group would only be the result of operational failures of internal controls and as such it is outside of the credit control framework described above.

Shareholder funds are managed in line with the Insurance Credit Risk Policy and the wider LBG Credit Risk Policy which set out the principles of the credit control framework outlined above.

Credit risk in respect of unit-linked funds and With Profits Funds is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for those funds.

The tables below analyse financial assets and reinsurance assets subject to credit risk exposure using Standard & Poor's rating or equivalent. For certain classes of assets, internally generated ratings have been used where external ratings are not available. This includes credit assets held in both shareholder and policyholder funds. No account is taken of any collateral held to mitigate the risk.

Group As at 31 December 2018

 
                                                                                                                                         BBB 
                                                                                                                                          or                    Not 
                                                  Total                   AAA                  AA                   A                  lower                  rated 
                                                   GBPm                  GBPm                GBPm                GBPm                   GBPm                   GBPm 
===============================  ======================  ====================  ==================  ==================  =====================  ===================== 
 
                Stage 1 assets 
                Cash and cash 
                 equivalents                        174                     1                  24                 122                     18                      9 
                Loans and 
                 receivables 
                 at amortised 
                 cost                             2,312                     -                   -               1,789                      -                    523 
                Loss allowance                        -                     -                   -                   -                      -                      - 
-------------------------------  ----------------------  --------------------  ------------------  ------------------  ---------------------  --------------------- 
                Exposure to 
                 credit 
                 risk                             2,486                     1                  24               1,911                     18                    532 
 
                Simplified 
                approach 
                assets 
                Loans and 
                 receivables 
                 at amortised 
                 cost                               362                     -                   -                  72                      -                    290 
                Loss allowance                      (6)                     -                   -                 (3)                      -                    (3) 
-------------------------------  ----------------------  --------------------  ------------------  ------------------  ---------------------  --------------------- 
                Exposure to 
                 credit 
                 risk                               356                     -                   -                  69                      -                    287 
 
                Assets at FVTPL 
                Assets arising 
                 from 
                 reinsurance 
                 contracts 
                 held 
                 classified at 
                 fair value 
                 through 
                 profit and 
                 loss                             7,132                     -                   -               7,111                     21                      - 
                Debt and other 
                 fixed/variable 
                 income 
                 securities                      31,033                 2,423              13,261               7,034                  8,156                    159 
                Derivative 
                 financial 
                 instruments                      3,157                     -                 322               2,413                    333                     89 
                Loans and 
                 advances 
                 to customers                     7,845                    72                 945               4,774                  1,418                    636 
                Loans and 
                 advances 
                 to banks                         2,519                     -                 540                 448                    110                  1,421 
 
                Other 
                Reinsurance 
                 contracts                          728                     -                 555                 172                      1                      - 
                Total                            55,256                 2,496              15,647              23,932                 10,057                  3,124 
-------------------------------  ----------------------  --------------------  ------------------  ------------------  ---------------------  --------------------- 
 

Cash at bank, included with Stage 1 assets, is considered to have low credit risk.

Group As at 31 December 2017

 
                                                                                                                                      BBB 
                                                                                                                                       or                    Not 
                                               Total                   AAA                  AA                   A                  lower                  rated 
                                                GBPm                  GBPm                GBPm                GBPm                   GBPm                   GBPm 
============================  ======================  ====================  ==================  ==================  =====================  ===================== 
 
                Assets 
                 arising 
                 from 
                 reinsurance 
                 contracts 
                 held                          8,377                     -                 202                 363                  7,812                      - 
                Debt 
                 securities                   38,844                 2,632              13,305              12,903                  9,639                    365 
                Derivative 
                 financial 
                 instruments                   3,465                     -                  79               2,823                    319                    244 
                Loans and 
                 receivables                   4,037                     -                  24               2,585                   (25)                  1,453 
                Cash at bank                   1,932                    14                 286               1,594                      8                     30 
----------------------------  ----------------------  --------------------  ------------------  ------------------  ---------------------  --------------------- 
                Total                         56,655                 2,646              13,896              20,268                 17,753                  2,092 
----------------------------  ----------------------  --------------------  ------------------  ------------------  ---------------------  --------------------- 
 

Company As at 31 December 2018

 
                                                                     BBB or 
                                    Total     AAA      AA        A    lower   Not rated 
                                     GBPm    GBPm    GBPm     GBPm     GBPm        GBPm 
===============================  ========  ======  ======  =======  =======  ========== 
 
 Stage 1 assets 
 Cash and cash equivalents             41       -       7       21       13           - 
 Loans and receivables 
  at amortised cost                 1,838       -       -    1,797        -          41 
 Loss allowance                         -       -       -        -        -           - 
-------------------------------  --------  ------  ------  -------  -------  ---------- 
 Exposure to credit 
  risk                              1,879       -       7    1,818       13          41 
 
 Simplified approach 
  assets 
 Loans and receivables 
  at amortised cost                   358       -       -       72        -         286 
 Loss allowance                       (2)       -       -      (2)        -           - 
-------------------------------  --------  ------  ------  -------  -------  ---------- 
 Exposure to credit 
  risk                                356       -       -       70        -         286 
 
 Assets at FVTPL 
 Assets arising from 
  reinsurance contracts 
  held classified at 
  fair value through 
  profit and loss                   7,132       -       -    7,111       21           - 
 Debt and other fixed/variable 
  income securities                12,738     652   7,059    2,552    2,237         238 
 Derivative financial 
  instruments                       3,129       -     311    2,409      333          76 
 Loans and advances 
  to customers                      7,259      72     945    4,774    1,417          51 
 Loans and advances 
  to banks                          1,470       -      13       38       17       1,402 
 Transferred to Assets 
  held for sale                     (234)       -       -        -        -       (234) 
 
 Other 
 Reinsurance contracts                728       -     555      172        1           - 
 Total                             34,457     724   8,890   18,944    4,039       1,860 
-------------------------------  --------  ------  ------  -------  -------  ---------- 
 

Cash at bank, included with Stage 1 assets, is considered to have low credit risk.

As a result of the reclassification of the European business of the Company to assets and liabilities held for sale there has been a reduction in investments at fair value through profit or loss for the Company in 2018. See note 44 for further detail.

Company As at 31 December 2017

 
                                                              BBB or 
                             Total     AAA      AA        A    lower   Not rated 
                              GBPm    GBPm    GBPm     GBPm     GBPm        GBPm 
========================  ========  ======  ======  =======  =======  ========== 
 
 Assets arising from 
  reinsurance contracts 
  held                       8,377       -     202      363    7,812           - 
 Debt securities            19,568     727   6,996    7,657    3,348         840 
 Derivative financial 
  instruments                3,424       -      73    2,820      318         213 
 Loans and receivables       2,868       -       -    2,008        -         860 
 Cash at bank                1,063       -      25    1,037        1           - 
 Total                      35,300     727   7,296   13,885   11,479       1,913 
------------------------  --------  ------  ------  -------  -------  ---------- 
 

Amounts classified as "not rated" within assets arising from reinsurance contracts held principally relate to amounts due from other Group companies which are not rated by Standard & Poor's or an equivalent rating agency.

Expected credit losses are calculated using three key input parameters: the probability of default ("PD") (except for lifetime expected credit losses), the expected loss given default ("LGD") and the exposure at default ("EAD"). The probability of default and expected loss given default are determined using internally generated credit ratings. For lease receivables, the past due information is used to determine the expected loss given default.

Expected credit losses are measured on a collective basis for certain Groups of financial assets, such as control accounts, trade receivables and intercompany receivables, which are considered to be homogenous in terms of their risk of default.

Maximum credit exposure

The maximum credit risk exposure of the Group in the event of other parties failing to perform their obligations is detailed below. No account is taken of any collateral held and the maximum exposure to loss, which includes amounts held to cover unit-linked and With Profits Funds liabilities, is considered to be the balance sheet carrying amount.

 
Group                                               2018                             2017 
                                        Maximum   Offset  Net exposure   Maximum   Offset  Net exposure 
                                        exposure                         exposure 
===================================== 
                                            GBPm    GBPm          GBPm       GBPm    GBPm          GBPm 
=====================================  =========  ======  ============  =========  ======  ============ 
 
Loans and receivables at 
 amortised cost                            2,674       -         2,674      4,037       -         4,037 
Investments at fair value 
 through profit or loss: 
    Assets arising from reinsurance 
     contracts held classified 
     at fair value through profit 
     and loss                              7,132       -         7,132      8,377       -         8,377 
    Debt securities                       31,033       -        31,033     38,844       -        38,844 
    Derivative Financial Instruments       3,157       -         3,157      3,465       -         3,465 
    Loans and advances to customers        7,845       -         7,845          -       -             - 
    Loans and advances to banks            2,519       -         2,519          -       -             - 
Reinsurance contracts                        728       -           728          -       -             - 
Cash and cash equivalents                    174       -           174      1,932       -         1,932 
-------------------------------------  ---------  ------  ------------  ---------  ------  ------------ 
At 31 December                            55,262       -        55,262     56,655       -        56,655 
-------------------------------------  ---------  ------  ------------  ---------  ------  ------------ 
 
 
 
Company                                             2018                             2017 
                                        Maximum   Offset  Net exposure   Maximum   Offset  Net exposure 
                                        exposure                         exposure 
===================================== 
                                            GBPm    GBPm          GBPm       GBPm    GBPm          GBPm 
=====================================  =========  ======  ============  =========  ======  ============ 
 
Loans and receivables at 
 amortised cost                            2,196       -         2,196      2,868       -         2,868 
Investments at fair value 
 through profit or loss: 
    Assets arising from reinsurance 
     contracts held classified 
     at fair value through profit 
     and loss                              7,132       -         7,132      8,377       -         8,377 
    Debt securities                       12,738       -        12,738     19,568       -        19,568 
    Derivative Financial Instruments       3,129       -         3,129      3,424       -         3,424 
    Loans and advances to customers        7,259       -         7,259          -       -             - 
    Loans and advances to banks            1,470       -         1,470          -       -             - 
Reinsurance contracts                        728       -           728          -       -             - 
Cash and cash equivalents                     41       -            41      1,063       -         1,063 
-------------------------------------  ---------  ------  ------------  ---------  ------  ------------ 
At 31 December                            34,693       -        34,693     35,300       -        35,300 
-------------------------------------  ---------  ------  ------------  ---------  ------  ------------ 
 
   (i)     Concentration risk 

Credit concentration risk

Credit concentration risk relates to the inadequate diversification of credit risk.

Credit risk is managed through the setting and regular review of counterparty credit and concentration limits on asset types which are considered more likely to lead to a concentration of credit risk. For other asset types, such as UK government securities or investments in funds falling under the Undertakings for Collective Investment in Transferable Securities "UCITS" Directive, no limits are prescribed as the risk of credit concentration is deemed to be immaterial. This policy supports the approach mandated by the PRA for regulatory reporting.

At 31 December 2018 and 31 December 2017, the Group did not have any significant concentration of credit risk with a single counterparty or Group of counterparties where limits applied. With the exception of Government bonds and UCITS funds, the largest aggregated counterparty exposure is 1.0% (2017: 1.0% of the Group's total assets).

 
                                          Total 
======================================== 
                                           GBPm 
========================================  ===== 
 
Trade and other receivables: 
    Amounts due from brokers                 76 
    Amounts due from group undertakings   1,822 
    Other receivables                       776 
Cash and cash equivalents with 
 financial institutions                     174 
Total                                     2,848 
----------------------------------------  ----- 
 

For other receivables, the largest single counterparty balance is with policyholders, which totals GBP265m.

Liquidity concentration risk

Liquidity concentration risk arises where the Group is unable to meet its obligations as they fall due or do so only at an excessive cost, due to over-concentration of investments in particular financial assets or classes of financial asset.

As most of the Group's invested assets are diversified across a range of marketable equity and debt securities in line with the investment options offered to policyholders it is unlikely that a material concentration of liquidity concentration could arise.

This is supplemented by active liquidity management in the Group, to ensure that even under stress conditions the Group has sufficient liquidity as required to meet its obligations. This is delegated by the Board to and monitored through the Insurance and Wealth Asset and Liability Committee (IWALCO), IWRC, ISIM and Banking and Liquidity Operating Committee (BLOC).

   (ii)    Collateral management 

Collateral in respect of derivatives

The requirement for collateralisation of OTC derivatives, including the levels at which collateral is required and the types of asset that are deemed to be acceptable collateral, are set out in a Credit Support Annex (CSA), which forms part of the International Swaps and Derivatives Association (ISDA) agreement between the Company and the counterparty.

The CSA will require collateralisation where any net exposure to a counterparty exceeds the OTC counterparty limit, which must be established in accordance with the Derivatives Risk Policy (DRP). The aggregate uncollateralised exposure to any one counterparty must not exceed limits specified in the DRP. Where derivative counterparties are related, the aggregate net exposure is considered for the purposes of applying these limits.

Acceptable collateral is defined in each instance and must take into account the quality and appropriateness of the proposed collateral as well as being acceptable to the entity receiving the collateral. Collateral may include cash, corporate bonds, supranational debt and government debt.

Assets with the following carrying amounts have been pledged in accordance with the terms of the relevant CSAs entered into in respect of various OTC and other derivative contracts:

 
                                           2018              2017 
                                      GBPm     GBPm     GBPm     GBPm 
===================================  ======  ========  ======  ======== 
                                      Group   Company   Group   Company 
 Financial assets: 
 Investments at fair value through 
  profit or loss                        547       547     353       353 
 Cash and cash equivalents              378       378     314       307 
-----------------------------------  ------  --------  ------  -------- 
 Total                                  925       925     667       660 
-----------------------------------  ------  --------  ------  -------- 
 

Collateral pledged in form of financial assets, is continued to be recognised in the balance sheet as the Group and Company retains all risks and rewards of the transferred assets. The Group and the Company has the right to recall any collateral pledged provided that this is replaced with alternative acceptable assets. The counterparty has right to repledge or sell the collateral in the absence of default by the Group and Company.

Cash collateral pledged where the counterparty retains the risks and rewards is derecognised from the balance sheet and a corresponding receivable is recognised for its return.

Where the Group and Company receives collateral in form of financial instruments for which counterparty retains all risks and rewards, it is not recognised in the balance sheet. The fair value of financial assets accepted as collateral for OTC derivatives but not recognised in the balance sheet amounts to GBP811m (2017: GBP932m) by the Group and GBP811m (2017: GBP932m) by the Company, all of which is permitted to be sold or repledged in the absence of default. However the policy of the Group and Company is not to repledge assets, and hence no collateral was sold or repledged by the Group or Company during the year or in the prior year.

Where the Group and Company receives collateral in form of cash, it is recognised in the balance sheet along with a corresponding liability to repay the amount of collateral received within other financial liabilities. The amount of cash collateral received by the Group and Company amounts to GBP259m (2017: GBP271m) and GBP259m (2017: GBP270m) respectively.

Collateral in respect of Stock Lending

The Group and Company lend financial assets held in its portfolio to other institutions. The IWISC and its sub-committee Investment Management Operational Review Committee (IMOR) are responsible for setting the parameters of stock lending. Stock lending is permitted in accordance with the Insurance Stock Lending Policy. All stock lending takes place on an open/call basis, enabling the loan to be recalled at any time within the standard settlement terms of the market concerned

The financial assets lent do not qualify for derecognition as the Group and Company retains all risks and rewards of the transferred assets except for the voting rights. The aggregate carrying value of securities on loan by the Group is GBP3,962m (2017: GBP5,080m) and by the Company is GBP831m (2017: GBP951m).

It is the Group's and Company's practice to obtain collateral in stock lending transactions. The accepted collateral can include cash, equities, certain bonds and money market instruments. On a daily basis, the fair value of collateral is compared to the fair value of stock on loan. The value of collateral must always exceed the value of stock on loan.

Where the Group and Company receives collateral in form of financial instruments for which counterparty retains all risks and rewards, it is not recognised in the balance sheet. The fair value of financial assets accepted as collateral but not recognised in the balance sheet amounts to GBP4,232m (2017: GBP4,750m) by the Group and GBP873m (2017: GBP962m) by the Company. The Group and the Company is not permitted to sell or repledge the collateral in the absence of default.

Where the Group and Company receives collateral in form of cash, it is recognised in the balance sheet along with a corresponding liability to repay the amount of collateral received within other financial liabilities. The amount of cash collateral received by the Group and Company amounts to GBP622m (2017: GBP677m) and GBP109m (2017: GBP34m) respectively.

There were no defaults in respect of stock lending during the year ended 31 December 2018 (2017: none) which required a call to be made on collateral.

Collateral in respect of Reverse Repurchase Agreement

The Group and Company entered into Reverse Repurchase Agreements whereby it purchased financial instruments with an agreement to resell them back to the counterparty at an agreed price. These transactions are in effect collateralised loans and are reported accordingly. The cash on loan is recognised as Loans and Receivables. The amount of cash on loan in this regard is GBP622m (2017: GBP677m) for the Group and GBP109m (2017: GBP34m) for Company.

The financial assets received as collateral are not recognised on the balance sheet as the counterparty retains all risks and rewards. The fair value of financial assets accepted as collateral amounted to is GBP651m (2017: GBP720m) for the Group and GBP116m (2017: GBP36m) for Company.

Collateral in respect of Repurchase Agreement

Collateral pledged in respect of a repurchase agreement with Lloyds Bank Corporate Markets PLC continues to be recognised on the Company's balance sheet, the amount pledged was GBP137m (2017: GBP594m) for Group and Company.

Collateral in respect of loans to related parties

The Company has made loans to related parties against which collateral is held. The collateral includes asset backed securities and covered bonds with a fair value of at least 130% of the cash lent. The minimum 130% collateral to loan ratio reflects the illiquid nature of some of the asset backed securities used in the collateral arrangement. If any of the collateral was not readily realisable the Company would hold it for investment purposes.

Collateral amounts held are not recognised as assets. At 31 December 2018 collateral with a fair value of GBP1,860m (2017: GBP1,835m) was held by the Group and GBP1,860m (2017: GBP1,835m) available to the Group to sell or repledge in the absence of default by the counterparty. Of this, GBP1,860m (2017: GBP1,835m) was held by the Company and GBP1,860m (2017: GBP1,835m) available to the Company to sell or repledge in the absence of default by the counterparty. No other collateral (2017: GBPnil) was repledged during the year by the Group or Company. The Group and Company have an obligation to return these assets to the pledgor.

Collateral in respect of Bulk Annuity Business

Acceptable collateral is defined in each instance and must take into account the quality and appropriateness of the proposed collateral as well as being acceptable to the entity receiving the collateral. Collateral may include cash, corporate bonds, supranational debt and government debt.

During 2018, the Company purchased Bulk Annuity contracts which provide buy in and buy out solutions to defined benefit pension schemes. To enter into the transaction some trustees may seek collateral to cover the counterparty default scenario. Collateral pledged in respect of Bulk Annuity business was GBP1,504m (2017: GBP1,644m) for Group and Company.

   (iii)   Offsetting 

The following tables show financial assets and liabilities which have been set off in the balance sheet and those which have not been set off but for which the Group and the Company has enforceable master netting agreements in place with counterparties. They include Derivatives, Repurchase and Reverse Repurchase arrangements.

   a)      Derivatives 

The derivative assets and liabilities in the tables below consist of OTC and exchange traded (ET) derivatives. The value of gross/net amounts for derivatives in the table below comprises those that are subject to master netting arrangements. The right to set off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non payment or default and, as a result, these arrangements do not qualify for offsetting under IAS 32. As a result no amount has been set off in the balance sheet (2017: nil). Total derivatives presented in the balance sheet are shown in note 20.

The "financial instruments" amounts in the tables below show the values that can be set off against the relevant derivatives asset and liabilities in the event of default under master netting agreements. In addition, the Group and the Company holds and provides cash and securities collateral in respect of derivative transactions to mitigate credit risks.

In the tables below, the amounts of derivative assets or liabilities presented are offset first by financial instruments that have the right of offset under master netting with any remaining amount reduced by the amount collateral.

   b)      Repurchase and Reverse Repurchase Arrangements 

The Group and the Company participates in repurchase (repo) and reverse repurchase arrangements (reverse repo). The gross/net amount in the table shows the relevant assets that the Group and the Company has transferred to counterparties under these arrangements. Cash and non cash collateral is received by the Group and the Company for securities transferred. Cash collateral may be reinvested by the Group and Company through reverse repo against non cash collateral.

In the tables below, the amounts that are subject to repo and reverse repo are set off against the amount of collateral received according to the relevant legal agreements, showing the potential net amounts.

The actual fair value of collateral may be greater than amounts presented in the tables below in the case of over collateralisation.

Group as at 31 December 2018

 
                                                                           Related amounts 
                                                                            where set off 
                                                                            not permitted 
                                                                            in the balance 
                                                                               sheet(2) 
                                                                                                   Potential 
                                             Amounts    Net amounts                                net amounts 
                                Gross         set off    presented                                  if offset 
                                amounts       in the       in the                                  of related 
                               of assets      balance     balance      Financial                     amounts 
                             / liabilities     sheet      sheet(1)     instruments   Collateral     permitted 
                                 GBPm          GBPm        GBPm           GBPm          GBPm          GBPm 
=========================  ===============  =========  ============  =============  ===========  ============= 
 Financial assets 
 OTC Derivatives                     3,067          -         3,067        (2,681)        (355)             31 
 ET Derivatives                         89          -            89           (28)         (61)              - 
 Repo                                  135          -           135              -        (135)              - 
 Reverse Repo                          622          -           622              -        (622)              - 
 
   Financial liabilities 
 OTC Derivatives                   (2,586)          -       (2,586)          2,681        (113)           (18) 
 ET Derivatives                      (132)          -         (132)             28          104              - 
-------------------------  ---------------  ---------  ------------  -------------  -----------  ------------- 
 

Group as at 31 December 2017

 
                                                                           Related amounts 
                                                                            where set off 
                                                                            not permitted 
                                                                            in the balance 
                                                                               sheet(2) 
                                                                                                   Potential 
                                             Amounts    Net amounts                                net amounts 
                                Gross         set off    presented                                  if offset 
                                amounts       in the       in the                                  of related 
                               of assets      balance     balance      Financial                     amounts 
                             / liabilities     sheet      sheet(1)     instruments   Collateral     permitted 
                                 GBPm          GBPm        GBPm           GBPm          GBPm          GBPm 
=========================  ===============  =========  ============  =============  ===========  ============= 
 Financial assets 
 OTC Derivatives                     3,220          -         3,220        (1,906)      (1,202)            112 
 ET Derivatives                        245          -           245          (231)         (14)              - 
 Repo                                  592          -           592              -        (592)              - 
 Reverse Repo                          677          -           677              -        (677)              - 
 
   Financial liabilities 
 OTC Derivatives                   (2,561)          -       (2,561)          1,906          618           (37) 
 ET Derivatives                      (586)          -         (586)            231          355              - 
-------------------------  ---------------  ---------  ------------  -------------  -----------  ------------- 
 

Company as at 31 December 2018

 
                                                                           Related amounts 
                                                                            where set off 
                                                                            not permitted 
                                                                            in the balance 
                                                                               sheet(2) 
                                             Amounts    Net amounts                                   Potential 
                                Gross         set off    presented                                    net amounts 
                                amounts       in the       in the                                      if offset 
                               of assets      balance     balance      Financial                      of related 
                             / liabilities     sheet      sheet(1)     instruments   Collateral    amounts permitted 
                                 GBPm          GBPm        GBPm           GBPm          GBPm             GBPm 
=========================  ===============  =========  ============  =============  ===========  =================== 
 Financial assets 
 OTC Derivatives                     3,052          -         3,052        (2,681)        (355)                   16 
 ET Derivatives                         76          -            76           (19)         (57)                    - 
 Repo                                  135          -           135              -        (135)                    - 
 Reverse Repo                          109          -           109              -        (109)                    - 
 
   Financial liabilities 
 OTC Derivatives                   (2,578)          -       (2,578)          2,682        (114)                 (10) 
 ET Derivatives                      (103)          -         (103)             19           84                    - 
-------------------------  ---------------  ---------  ------------  -------------  -----------  ------------------- 
 

Company as at 31 December 2017

 
                                                                           Related amounts 
                                                                            where set off 
                                                                            not permitted 
                                                                            in the balance 
                                                                               sheet(2) 
                                             Amounts    Net amounts                                   Potential 
                                Gross         set off    presented                                    net amounts 
                                amounts       in the       in the                                      if offset 
                               of assets      balance     balance      Financial                      of related 
                             / liabilities     sheet      sheet(1)     instruments   Collateral    amounts permitted 
                                 GBPm          GBPm        GBPm           GBPm          GBPm             GBPm 
=========================  ===============  =========  ============  =============  ===========  =================== 
 Financial assets 
 OTC Derivatives                     3,211          -         3,211        (1,906)      (1,203)                  102 
 ET Derivatives                        213          -           213          (210)          (3)                    - 
 Repo                                  592          -           592              -        (592)                    - 
 Reverse Repo                           34          -            34              -         (34)                    - 
 
   Financial liabilities 
 OTC Derivatives                   (2,528)          -       (2,528)          1,906          611                 (11) 
 ET Derivatives                      (530)          -         (530)            210          320                    - 
-------------------------  ---------------  ---------  ------------  -------------  -----------  ------------------- 
 

The following notes are relevant to the tables on this and the preceding page:

1. The value of net amounts presented in the balance sheet for derivatives comprises those derivatives held by the Group and the Company that are subject to master netting arrangements. Total derivatives presented in the balance sheet are shown in note 20.

2. The Group and the Company enters into derivative transactions with various counterparties which are governed by industry standard master netting agreements. The Group and the Company holds and provides cash and securities collateral in respective of derivative transactions covered by these agreements. The right to set off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non--payment or default and, as a result, these arrangements do not qualify for offsetting under IAS 32.

   (4)     Capital Risk 

Capital risk is defined as the risk that the Group has a sub-optimal quantity or quality of capital or that capital is inefficiently deployed across the Group. The risk that:

- the Group, or one of its separately regulated subsidiaries, has insufficient capital to meet its regulatory capital requirements;

- the Group has insufficient capital to provide a stable resource to absorb all losses up to a confidence level defined in the risk appetite;

- the Group loses reputational status by having capital that is regarded as inappropriate, either in quantity, type or distribution; and/or

   -        the capital structure is inefficient. 

The business of several of the companies within the Group is regulated by the PRA and the FCA. The PRA rules, which incorporate all Solvency II requirements, specify the minimum amount of capital that must be held by the regulated companies within the Group in addition to their insurance liabilities. Under the Solvency II rules, each insurance Company within the Group must hold assets in excess of this minimum amount, which is derived from an economic capital assessment undertaken by each regulated Company and the quality of capital held must also satisfy Solvency II tiering rules. This is reviewed on a quarterly basis by the PRA.

The Solvency II minimum required capital must be maintained at all times throughout the year. These capital requirements and the capital available to meet them are regularly estimated in order to ensure that capital maintenance requirements are being met.

The Group's objectives when managing capital are:

- to have sufficient capital to safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for the shareholder and benefits for other stakeholders;

   -        to comply with the insurance capital requirements set out by the PRA in the UK; 

- when capital is needed, to require an adequate return to the shareholder by pricing insurance and investment contracts according to the level of risk associated with the business written; and

   -        to meet the requirements of the Schemes of Transfer. 

The capital management strategy is such that the integrated insurance business (comprising Scottish Widows Group Limited ("SWG") and its subsidiaries, including the Group) will hold capital in line with the stated risk appetite for the business, which is to be able to withstand a one in ten year stress event without breaching the capital requirements. At SWG level it is intended that all surplus capital above that required to absorb a one in ten year stress event will be distributed to LBG.

The Company's capital comprises all components of equity, movements in which are set out in the statement of changes in equity and includes subordinated debt (note 31).

The table below sets out the regulatory capital held at 31 December in each year for the Company on a Solvency II basis. The current year information is an estimate of the final result:

 
Company 
                           2018   2017 
                           GBPm   GBPm 
========================  =====  ===== 
 
Regulatory Capital held   7,944  8,387 
------------------------  -----  ----- 
 

All minimum regulatory requirements were met during the year.

   (5)     Liquidity risk 

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.

Liquidity risk may result from either the inability to sell financial assets quickly at their fair values; or from an insurance liability falling due for payment earlier than expected; or from the inability to generate cash inflows as anticipated.

Liquidity risk has been analysed as arising from payments to policyholders (including those where payment is at the discretion of the policyholder) and non policyholder related activity (such as investment purchases and the payment of shareholder expenses).

In order to measure liquidity risk exposure the Group's liquidity is assessed in a stress scenario. Liquidity risk is actively managed and monitored to ensure that, even under stress conditions, the Company and Group has sufficient liquidity to meet its obligations and remains within approved risk appetite. Liquidity risk appetite considers two time periods; three month stressed outflows are required to be covered by primary liquid assets; and one year stressed outflows are required to be covered by primary and secondary liquid assets, after taking account of management actions. Primary liquid assets are gilts or cash, and secondary liquid assets are tradable non-primary assets. The stressed outflows also make allowance for the increased collateral that needs to be posted under derivative contracts in stressed conditions. Liquidity risk is actively managed and monitored to ensure that, even under stress conditions, the Group has sufficient liquidity to meet its obligations and remains within approved risk appetite.

Liquidity risk is managed in line with the Insurance Liquidity Risk Policy and the wider LBG Funding and Liquidity Policy. Liquidity risk in respect of each of the major product areas is primarily mitigated as follows:

Annuity contracts

Assets are held which are specifically chosen to correspond to the expectation of timing of annuity payments. Gilts, corporate bonds, loans and, where required, derivatives are selected to reflect the expected annuity payments as closely as possible and are regularly rebalanced to ensure that this remains the case in future.

With Profits contracts

For With Profits business, a portfolio of assets is held in line with investment mandates which will reflect policyholders' reasonable expectations.

Liquidity is maintained within the portfolio via the holding of cash balances and a substantial number of highly liquid assets, principally gilts, bonds and listed equities. Management also have the ability to sell less liquid assets at a reduced price if necessary, with any loss being borne within the With Profits Fund. Losses are managed and mitigated by anticipating policyholder claim payments to plan sales of underlying assets within funds.

Non-participating contracts

For unit-linked products, portfolios are invested in accordance with unit fund mandates. Deferral clauses are included in policyholder contracts to give time, when necessary, to realise linked assets without being a forced seller. As at 31 December 2018, there are no funds under management subject to deferral (2017: none).

For non-linked products other than annuity contracts, backing investments are mostly held in gilts with minimal liquidity risk. Investments are arranged to minimise the possibility of being a distressed seller whilst at the same time investing to meet policyholder obligations. This is achieved by anticipating policyholder behaviour and sales of underlying assets within funds.

Shareholder funds

For shareholder funds, liquidity is maintained within the portfolio via the holding of cash balances and a substantial number of highly liquid assets, principally gilts and bonds.

The following tables indicate the timing of the contractual cash flows arising from the Group and Company's financial liabilities, as required by IFRS 7. The table is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group and Company are obliged to pay. The table includes both interest and principal cash flows.

Liquidity risk in respect of liabilities arising from insurance contracts and participating investment contracts has been analysed based on the expected pattern of maturities as permitted by IFRS 4 rather than by contractual maturity. A maturity analysis of liabilities arising from non-participating investment contracts based on expected contract maturities is also given as it is considered that this analysis provides additional useful information in respect of the liquidity risk relating to contracts written by the Group and Company.

 
 Group As at 31 December      Carrying                      Contractual cash flows 
  2018                         amount 
                                         No stated     Less       1-3      3-12      1-5       More 
   Liabilities                            maturity     than      months    months    years     than 
                                                      1 month                                 5 years 
                                GBPm       GBPm        GBPm      GBPm      GBPm      GBPm      GBPm 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 Liabilities arising 
  from non-participating 
  investment contracts          13,855           -     13,855         -         -        -          - 
 External interests 
  in collective investment 
  vehicles                      12,944      12,886          -         -         -        -          - 
 Derivatives held 
  for trading                    2,719           -         10        98       128      340      2,823 
 Subordinated debt               1,769          48          -         -       113    1,173      1,505 
 Borrowings                          4           -          4         -         -        -          - 
 Other financial 
  liabilities                    2,331         260      1,884        28       159        -          - 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 Total                          33,622      13,194     15,753       126       400    1,513      4,328 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 
 Group As at 31 December      Carrying                      Contractual cash flows 
  2017                         amount 
                                         No stated     Less       1-3      3-12      1-5       More 
   Liabilities                            maturity     than      months    months    years     than 
                                                      1 month                                 5 years 
                                GBPm       GBPm        GBPm      GBPm      GBPm      GBPm      GBPm 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 Liabilities arising 
  from non-participating 
  investment contracts          15,447           -     15,447         -         -        -          - 
 External interests 
  in collective investment 
  vehicles                      14,485      14,395          -         -         -        -         90 
 Derivatives held 
  for trading                    3,147           -         13       123       641      524      2,305 
 Subordinated debt               1,795          51          -         -       113      416      2,345 
 Borrowings                         10           -         10         -         -        -          - 
 Other financial 
  liabilities                    3,005         226      2,141         8       630        -          - 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 Total                          37,889      14,672     17,611       131     1,384      940      4,740 
---------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 

The contractual cash flow analysis set out above has been based on the earliest possible contractual date, regardless of the surrender penalties that might apply and has not been adjusted to take account of such penalties.

An analysis of the contractual cash flows in respect of insurance and investment contract liabilities by expected contract maturity, on a discounted basis, is shown below:

 
 Group As at 31 December               Total      Less       1-3      3-12      1-5      More 
  2018                                            than      months    months    years    than 
                                                 1 month                                   5 
  Maturity Analysis for liabilities     GBPm                 GBPm      GBPm     GBPm     years 
  arising from insurance                          GBPm                                   GBPm 
  and investment contracts 
====================================  =======  =========  ========  ========  =======  ======= 
 
   Insurance and participating 
   investment contracts                98,252      1,147     1,496     5,039   23,678   66,892 
 Non-participating investment 
  contracts                            13,855        308       258     1,056    4,534    7,699 
------------------------------------  -------  ---------  --------  --------  -------  ------- 
 
 
 Group As at 31 December                Total      Less       1-3      3-12      1-5      More 
  2017                                             than      Months    months    years    than 
                                                  1 month                                   5 
  Maturity Analysis for liabilities      GBPm                 GBPm      GBPm     GBPm     years 
  arising from insurance                           GBPm                                   GBPm 
  and investment contracts 
 
   Insurance and participating 
   investment contracts                102,916      1,121     1,496     5,076   23,944   71,279 
 Non-participating investment 
  contracts                             15,447        324       297     1,181    4,923    8,722 
------------------------------------  --------  ---------  --------  --------  -------  ------- 
 
 
 Company As at 31 December      Carrying                      Contractual cash flows 
  2018                           amount 
                                           No stated     Less       1-3      3-12      1-5       More 
   Liabilities                              maturity     than      months    months    years     than 
                                                        1 month                                 5 years 
                                  GBPm       GBPm        GBPm      GBPm      GBPm      GBPm      GBPm 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 Borrowings                            -           -          -         -         -        -          - 
 Liabilities arising 
  from non-participating 
  investment contracts            13,825           -     13,825         -         -        -          - 
 Derivative financial 
  instruments                      2,681           -          9        64       127      338      2,143 
 Subordinated debt                 1,799          48          -         -        92    1,194      1,536 
 Other financial liabilities       1,608         257      1,215         -       136        -          - 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 Total                            19,913         305     15,049        64       355    1,532      3,679 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 
 Company As at 31 December                                    Contractual cash flows 
  2017 
                                Carrying   No stated     Less       1-3      3-12      1-5       More 
   Liabilities                   amount     maturity     than      months    months    years     than 
                                                        1 month                                 5 years 
                                  GBPm       GBPm        GBPm      GBPm      GBPm      GBPm      GBPm 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 
 Borrowings                            2           -          2         -         -        -          - 
 Liabilities arising 
  from non-participating 
  investment contracts            15,447           -     15,447         -         -        -          - 
 Derivative financial 
  instruments                      3,058           -          3        79       609      517      2,305 
 Subordinated debt                 1,836          51          -         -        92      436      2,386 
 Other financial liabilities       2,233         196      1,445         -       592        -          - 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 Total                            22,576         247     16,897        79     1,293      953      4,691 
-----------------------------  ---------  ----------  ---------  --------  --------  -------  --------- 
 

The contractual cash flow analysis set out above has been based on the earliest possible contractual date, regardless of the surrender penalties that might apply and has not been adjusted to take account of such penalties.

An analysis of liabilities arising from insurance and investment contracts by expected contract maturity, on a discounted basis, is shown below:

 
 Company As at 31 December              Total      Less       1-3      3-12      1-5      More 
  2018                                             than      months    months    years    than 
                                                  1 month                                   5 
                                         GBPm                 GBPm      GBPm     GBPm     years 
                                                   GBPm                                   GBPm 
 
   Maturity Analysis for liabilities 
   arising from insurance contracts 
   and investment contracts 
 
 
   Insurance and participating 
   investment contracts                 96,117      1,125     1,464     4,922   23,166     65,440 
 Non-participating investment 
  contracts                             13,825        308       257     1,052    4,519      7,689 
-------------------------------------  -------  ---------  --------  --------  -------  --------- 
 
 
 Company As at 31 December              Total      Less       1-3      3-12      1-5      More 
  2017                                             than      months    months    years    than 
                                                  1 month                                   5 
  Maturity Analysis for liabilities      GBPm                 GBPm      GBPm     GBPm     years 
  arising from insurance                           GBPm                                   GBPm 
  and investment contracts 
====================================  ========  =========  ========  ========  =======  ======= 
 
   Insurance and participating 
   investment contracts                102,916     1,121      1,496     5,076   23,944   71,279 
 Non-participating investment 
  contracts                             15,447       324        297     1,181    4,923    8,722 
------------------------------------  --------  --------  ---------  --------  -------  ------- 
 
 
   (d)        Operational risk 

Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. There are a number of secondary categories of operational risk including the undernoted:

Financial crime and fraud risk

Financial crime concerns activity related to money laundering, sanctions, terrorist financing and bribery. Fraud covers acts intended to defraud, misappropriate property or circumvent the law. These activities could give rise to risk of reduction in earnings and/or value, through financial or reputational loss. Losses may include censure, fines or the cost of litigation.

Information security and physical security risk

Information security risk relates to the risk of reductions in earnings and/or value, through financial or reputational loss, resulting from theft of or damage to the security of the Group's information and data. Physical security risk relates to the risk to the security of people and property.

Operational resilience risk

Operational resilience risk covers the risk or instances of interruptions to business operations (including critical buildings, critical and core infrastructure and IT systems, suppliers and colleagues), as a consequence of external or internal events due to insufficient resilience, inadequate recovery strategies and/or continuity systems and controls.

Change risk

Change risk is related to the management of change - designing and implementing key projects or programme. Potential loss could arise from failure requirements, budget or timescale; failure to implement change effectively; or failure to realise desired benefits.

Sourcing and service provision risk

Sourcing risk covers the risk of reductions in earnings and/or value through financial or reputational loss from risks associated with activity related to the agreement and management of services provided by third parties including outsourcing.

Service provision risk covers the risks associated with provision of services to a third party and with the management of internal intra-Group service arrangements.

IT systems and cyber risk

The risk of reductions in earnings and/or value through financial or reputational loss resulting from the failure to develop, deliver or maintain a resilient IT solution or protect against cyber attack and other system disruption. The Directors have embedded a risk framework and monitor the effective operation of this across the Group.

People risk

People risk is defined as the risk that the Group fails to provide an appropriate colleague and customer centric culture, supported by robust regard and wellbeing policies and processes; effective leadership to manage colleague resources; effective talent and succession management; and robust control to ensure all colleague-related requirements are met.

Regulatory and Legal risk

Regulatory and legal risk is defined as the risk that the Group is exposed to fines, censure, legal or enforcement action; or to civil or criminal proceedings in the courts (or equivalent) and/or the Group is unable to enforce its rights due to failing to comply with applicable laws (including Codes of Practice which could have legal implications), regulations, codes of conduct or legal obligations.

Regulators aim to protect the rights of customers, ensuring firms satisfactorily manage their affairs for the benefit of customers and that they retain sufficient capital and liquidity. The Group has embedded a risk framework to closely monitor and manage its legal and regulatory risks, and maintains regular interaction with its regulators.

Conduct risk

Conduct risk is defined as the risk of customer detriment due to poor design, distribution and execution of products and services or other activities which could undermine the integrity of the market or distort competition, leading to unfair customer outcomes, regulatory censure and financial and reputational loss.

The Group is focused on delivering fair customer outcomes, and has embedded a risk framework to effectively monitor and manage its conduct risks.

Financial reporting risk

Financial reporting risk is defined as the risk that the Group suffers reputational damage, loss of investor confidence and/or financial loss arising from the adoption of inappropriate accounting policies, ineffective controls over business or finance processes impacting financial, prudential regulatory, and tax reporting, failure to manage the associated risks of changes in taxation rates, law, corporate ownership or structure and the failure to disclose timely and appropriate information in accordance with regulatory requirements.

Governance risk

Governance risk is defined as the risk that the Group's organisational infrastructure fails to provide robust oversight of decision making and the control mechanisms to ensure strategies and management instructions are implemented effectively.

   (e)        UK political uncertainties including EU exit 

The continued lack of clarity over the UK's eventual relationship with the EU has heightened risks in the Eurozone and raises uncertainty for the UK economic outlook. Leadership changes in the EU have contributed to further uncertainty. There is a risk of a no deal EU exit outcome, which could have a significant impact given our UK-centric footprint. The Group's response to these risks and uncertainty is as follows:

-- Internal contingency plans recalibrated and regularly reviewed for potential strategic, operational and reputational impacts.

-- As part of the LBG, engagement with politicians, officials, media, trade and other bodies to reassure our commitment to helping Britain prosper.

-- Committed investments to establish a new entity in the EU to ensure continuity of certain business activities, and contingency planning in relation to wider areas of impact

-- No deal EU exit outcome analysed to identify impacts and assess robustness of contingency plans.

   (f)         Economic Risk 

UK economic growth remains muted and there are signs of pressure in business investment and consumer related sectors. High levels of credit market liquidity have reduced spreads and weakened terms in some sectors, creating a potential under-pricing of risk and heightened risk of a market correction. The Group's response to these risks is as follows:

-- Internal contingency plans recalibrated and regularly reviewed for potential strategic, operational and reputational impacts, with a plan specifically for working through the potential impacts of the EU exit on the Group.

   --      Wide array of risks considered in setting strategic plans. 

-- Capital and liquidity is reviewed regularly through committees, ensuring compliance with risk appetite and regulatory requirements.

-- The Group has a robust through the cycle credit risk appetite, including individual limit guidelines, specific sector appetite statements and policies, and affordability and indebtedness controls at origination. In addition to ongoing focused monitoring, we conduct portfolio deep dives and larger exposure reviews. We have enhanced our use of early warning indicators including sector specific indicators.

RELATED PARTY TRANSACTIONS

   39.        Related party transactions 
   (a)        Ultimate parent and shareholding 

The Group's immediate parent undertaking is Scottish Widows Group Limited, a Company registered in the United Kingdom. Scottish Widows Group Limited has taken advantage of the provisions of the Companies Act 2006 and has not produced consolidated financial statements.

The ultimate parent undertaking and controlling party is Lloyds Banking Group plc, which is the parent undertaking of the only group to consolidate these financial statements. Once approved, copies of the consolidated annual report and financial statements of Lloyds Banking Group plc may be obtained from Lloyds Banking Group's head office at 25 Gresham Street, London EC2V 7HN or downloaded via www.lloydsbankinggroup.com.

   (b)        Transactions and balances with related parties 

Transactions with other LBG companies

In accordance with IAS 24 "Related Party Disclosures", transactions and balances between Group companies have been eliminated on consolidation and have not been reported as part of the consolidated financial statements.

The Group has entered into transactions with related parties in the normal course of business during the year.

 
                                                 2018 
                                Income        Expenses   Payable at  Receivable 
                         during period   during period   period end   at period 
                                                                            end 
                                  GBPm            GBPm         GBPm        GBPm 
======================  ==============  ==============  ===========  ========== 
Relationship 
Parent                              15         (1,765)            -         348 
Other related parties              600           (894)      (1,419)       3,213 
----------------------  --------------  --------------  -----------  ---------- 
 
                                                 2017 
                                Income        Expenses   Payable at  Receivable 
                         during period   during period   period end   at period 
                                                                            end 
                                  GBPm            GBPm         GBPm        GBPm 
======================  ==============  ==============  ===========  ========== 
Relationship 
Parent                              20         (2,563)            -         348 
Other related parties              508           (826)      (2,296)       2,875 
----------------------  --------------  --------------  -----------  ---------- 
 

The Company has entered into transactions with related parties in the normal course of business during the year. Holdings by the Group, including consolidated OEIC investments, give rise to GBP476m (2017: GBP584m) of shares in the ultimate parent undertaking on the balance sheet, with associated transactions of GBP14m (2017: GBP92m) during the year.

 
                                                 2018 
                                Income        Expenses   Payable at  Receivable 
                         during period   during period   period end   at period 
                                                                            end 
                                  GBPm            GBPm         GBPm        GBPm 
======================  ==============  ==============  ===========  ========== 
Relationship 
Parent                              15         (1,765)            -         348 
Subsidiary                         112           (193)          (6)         671 
Other related parties              522         (1,037)      (2,376)       4,064 
----------------------  --------------  --------------  -----------  ---------- 
 
 
                                                 2017 
                                Income        Expenses   Payable at  Receivable 
                         during period   during period   period end   at period 
                                                                            end 
                                  GBPm            GBPm         GBPm        GBPm 
======================  ==============  ==============  ===========  ========== 
Relationship 
Parent                              20         (2,563)            -         348 
Subsidiary                         177           (545)        (270)         702 
Other related parties              244           (266)      (1,864)       2,714 
----------------------  --------------  --------------  -----------  ---------- 
 

Further, amounts relating to other related parties of GBP2,153m due from OEICs investments were outstanding at 31 December 2018 (2017: GBP2,328m). The above balances are unsecured in nature and are expected to be settled in cash.

Included within the consolidated statement of comprehensive income were net (expense)/income amounts related to other parties of (GBP139m) (2017: GBP217m) from OEIC investments.

Parent undertaking transactions relate to all reported transactions and balances with Scottish Widows Group Limited, the Group's immediate parent. Such transactions with the parent Company are primarily financing (through capital and sub-ordinated debt), provision of loans and payment of dividends.

Transactions with other related parties (which includes Subsidiary and Other categories above) are primarily in relation to operating and employee expenses.

Transactions between the Group and entity employing key management

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company which, for the Company, are all Directors and Insurance and Wealth Executive Committee ("IWEC") members. Key management personnel, as defined by IAS 24, are employed by a management entity, transactions with this entity are as follows:

Key management compensation:

 
                                2018     2018   2017     2017 
                                GBPm     GBPm   GBPm     GBPm 
=============================  =====  =======  =====  ======= 
                               Group  Company  Group  Company 
Short-term employee benefits     7.5      7.5    7.3      7.3 
Post-employment benefits         0.0      0.0    0.1      0.1 
Share-based payments             2.0      2.0    2.2      2.2 
-----------------------------  -----  -------  -----  ------- 
Total                            9.5      9.5    9.6      9.6 
-----------------------------  -----  -------  -----  ------- 
 

Included in short term employee benefits is the aggregate amount of emoluments paid to or receivable by Directors in respect of qualifying services of GBP3.2m (2017: GBP3.0m).

There were no retirement benefits accruing to Directors (2017: none) under defined benefit pension schemes. Six Directors (2017: four Directors) are paying into a defined contribution scheme. There were no contributions paid to a pension scheme for qualifying services (2017: GBPnil) for Group and Company.

Certain members of key management in the Group, including the highest paid Director, provide services to other companies within LBG. In such cases, for the purposes of this note, figures have been included based on an apportionment to the Group of the total compensation earned.

The aggregate amount of money receivable and the net value of assets received/receivable under share based incentive schemes in respect of Directors qualifying services was GBP0.9m (2017: GBP1.2m). During the year, one Director exercised share options (2017: two Directors) and two Directors received qualifying service shares under long term incentive schemes (2017: six Directors). Movements in share options are as follows:

 
                                                         2018     2017 
                                                         GBPm     GBPm 
                                                      Options  Options 
===============================  ========  =========  =======  ======= 
 
Outstanding at 1 January                                   13       12 
Granted                                                     6        9 
Exercised                                                 (3)      (4) 
Forfeited                                                 (1)      (4) 
Outstanding at 31 December                                 15       13 
-----------------------------------------  ------------------  ------- 
 
 

Detail regarding the highest paid Director is as follows:

 
                                        2018     2018   2017     2017 
                                        GBPm     GBPm   GBPm     GBPm 
=====================================  =====  =======  =====  ======= 
                                       Group  Company  Group  Company 
Apportioned aggregate emoluments         1.7      1.7    1.6      1.6 
Apportioned post-employment benefits     0.0      0.0    0.0      0.0 
Apportioned share-based payments         0.7      0.7    1.0      1.0 
 
 

The highest paid Director did not exercise share options during the year. (2017: The highest paid Director did exercise share options during the year).

Further details of the above can also be obtained by contacting Secretariat, Insurance, Lloyds Banking Group plc, Level 7 Block E, Port Hamilton, 69 Morrison Street, Edinburgh EH3 8YF.

LEI NUMBER: 549300ZT0RVWCG8T4L55

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR BGGDSXXXBGCG

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April 30, 2019 06:37 ET (10:37 GMT)

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Scottish Wid 43 (LSE:40VY)
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