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Form 20F (SEC Filing) 2012 Lloyds Banking Group plc 2012 Annual Report on Form 20-F As filed with the Securities and Exchange Commission on 25 March 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-15246 LLOYDS BANKING GROUP plc (previously Lloyds TSB Group plc) (Exact name of Registrant as Specified in Its Charter) Scotland (Jurisdiction of Incorporation or Organization) 25 Gresham Street London EC2V 7HN United Kingdom (Address of Principal Executive Offices) Claire Davies, Group Secretary Tel +44 (0) 20 7356 1043, Fax +44 (0) 20 7356 3506 25 Gresham Street London EC2V 7HN United Kingdom (Name, telephone, e-mail and/or facsimile number and address of Company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary shares of nominal value 10 pence each, represented by American Depositary Shares ................................The New York Stock Exchange 7.75% Public Income Notes due 2050 ...................................................................................................................................The New York Stock Exchange 4.875% Senior Notes due 2016 ..............................................................................................................................................The New York Stock Exchange 6.375% Senior Notes due 2021 ..............................................................................................................................................The New York Stock Exchange Floating Rate Notes due 2014 ...............................................................................................................................................The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each of Lloyds Banking Group plc’s classes of capital or common stock as of 31 December 2012 was: Ordinary shares, nominal value 10 pence each ................................................................................................................................................70,342,844,289 Limited voting shares, nominal value 10 pence each .............................................................................................................................................80,921,051 Preference shares, nominal value 25 pence each .................................................................................................................................................412,215,065 Preference shares, nominal value 25 cents each .......................................................................................................................................................1,843,990 Preference shares, nominal value 25 euro cents each .................................................................................................................................................173,350 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Yes No X Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer X Accelerated filer Non-Accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements including in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board X Other If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X table OF CONTENTS presentation OF information In this annual report, references to the ‘Company’ are to Lloyds Banking Presentation of information 1 Group plc; references to ‘Lloyds Banking Group’, ‘Lloyds’ or the ‘Group’ Business overview 2 are to Lloyds Banking Group plc and its subsidiary and associated undertakings; references to ‘Lloyds TSB Bank’ are to Lloyds TSB Bank plc; Selected consolidated financial data 3 and references to the ‘consolidated financial statements’ or ‘financial Exchange rates 4 statements’ are to Lloyds Banking Group’s consolidated financial statements included in this annual report. References to the ‘Financial Business 4 Services Authority’ or ‘FSA’ are to the United Kingdom (the UK) Operating and financial review and prospects 11 Financial Services Authority. Management and employees 148 On 16 January 2009 the Company acquired 100 per cent of the ordinary share capital of HBOS plc and changed the Company’s name to Compensation 151 Lloyds Banking Group plc. Accordingly, where this annual report Corporate governance 166 provides information for dates prior to 16 January 2009, unless otherwise indicated, such information relates to the Lloyds Banking Major shareholders and related party transactions 179 Group prior to the acquisition of HBOS plc. References to ‘HBOS’ or Regulation 182 the ‘HBOS Group’ are to HBOS plc and its subsidiary and associated undertakings. Listing information 186 The consolidated financial statements have been prepared in Dividends 189 accordance with International Financial Reporting Standards (IFRS) Memorandum and articles of association of as issued by the International Accounting Standards Board (IASB). Lloyds Banking Group plc 190 In this annual report, amounts described as ‘statutory’ refer to amounts Exchange controls 190 included within the Group’s consolidated financial statements. Taxation 191 Lloyds Banking Group publishes its consolidated financial statements expressed in British pounds (‘pounds sterling’, ‘sterling’ or ‘£’), the Where you can find more information 194 lawful currency of the UK. In this annual report, references to ‘pence’ Enforceability of civil liabilities 194 and ‘p’ are to one-hundredth of one pound sterling; references to ‘US dollars’, ‘US$’ or ‘$’ are to the lawful currency of the United States Risk factors 195 (the US); references to ‘cent’ or ‘c’ are to one-hundredth of one US Forward looking statements 206 dollar; references to ‘euro’ or ‘e’ are to the lawful currency of the member states of the European Union (EU) that have adopted a single Lloyds Banking Group structure 207 currency in accordance with the Treaty establishing the European Index to the consolidated financial statements F-1 Communities, as amended by the Treaty of European Union; references to ‘euro cent’ are to one-hundredth of one euro; and references to Glossary 209 ‘Japanese yen’, ‘Japanese ¥’ or ‘¥’ are to the lawful currency of Japan. Form 20-F cross-reference sheet 211 Solely for the convenience of the reader, this annual report contains translations of certain pounds sterling amounts into US dollars at Exhibit index 213 specified rates. These translations should not be construed as Signatures 214 representations by Lloyds Banking Group that the pounds sterling amounts actually represent such US dollar amounts or could be converted into US dollars at the rate indicated or at any other rate. Unless otherwise stated, the translations of pounds sterling into US dollars have been made at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate) in effect on 31 December 2012, which was $1.6262 = £1.00. The Noon Buying Rate on 31 December 2012 differs from certain of the actual rates used in the preparation of the consolidated financial statements, which are expressed in pounds sterling, and therefore US dollar amounts appearing in this annual report may differ significantly from actual US dollar amounts which were translated into pounds sterling
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