SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 30 July, 2004 LLOYDS TSB GROUP plc (Translation of registrant's name into English) 5th Floor 25 Gresham Street London EC2V 7HN United Kingdom (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F..X..Form 40-F..... Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes .....No ..X.. If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ Index to Exhibits Item No. 1 Regulatory News Service Announcement, dated 30 July, 2004 re: Interim Results LLOYDS TSB GROUP PLC - RESULTS FOR HALF-YEAR TO 30 JUNE 2004 PRESENTATION OF RESULTS In order to provide a clearer representation of the underlying performance of the Group, the results of the Group's life and pensions, and general insurance businesses include investment earnings calculated using longer-term investment rates of return (page 42, note 7). The difference between the normalised investment earnings and the actual return ('the investment variance') together with the impact of changes in the economic assumptions used in the embedded value calculation (page 43, note 8), and the profit on the sale of a number of overseas businesses in 2003 (page 43, note 9) have been separately analysed and a reconciliation to the Group's profit before tax is shown on page 1. Unless otherwise stated, the profit and loss analysis in this document compares the half-year to 30 June 2004 to the corresponding period of 2003. FORWARD LOOKING STATEMENTS This announcement contains forward looking statements with respect to the business, strategy and plans of the Lloyds TSB Group, its current goals and expectations relating to its future financial condition and performance. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Lloyds TSB Group's actual future results may differ materially from the results expressed or implied in these forward looking statements as a result of a variety of factors, including UK domestic and global economic and business conditions, risks concerning borrower credit quality, market related risks such as interest rate risk and exchange rate risk in its banking business and equity risk in its insurance businesses, changing demographic trends, unexpected changes to regulation or regulatory actions, changes in customer preferences, competition and other factors. Please refer to the latest Annual Report on Form 20-F of Lloyds TSB Group filed with the US Securities and Exchange Commission for a discussion of such factors. CONTENTS Page Profit before tax by main businesses 1 Performance highlights 2 Summary of results 4 Group Chief Executive's review of performance 5 Segmental analysis 9 Performance by sector - UK Retail Banking 11 - Insurance and Investments 15 - Wholesale and International Banking 20 - Central group items 23 Income - Net interest income 24 - Other income 25 Operating expenses 27 Credit quality 29 Capital ratios 31 Consolidated profit and loss account 32 Consolidated balance sheet 33 Consolidated cash flow statement 37 Notes 38 Contacts for further information 47 LLOYDS TSB GROUP PROFIT BEFORE TAX BY MAIN BUSINESSES Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm UK Retail Banking Before provisions for customer redress 818 793 878 Provisions for customer redress - (200) - 818 593 878 Insurance and Investments Before provisions for customer redress 378 345 320 Provisions for customer redress - (100) - 378 245 320 Wholesale and International Banking (continuing operations) 616 488 550 Central group items (167) 145 (157) Profit before tax from continuing operations, excluding changes in 1,645 1,471 1,591 economic assumptions, investment variance and (loss) profit on sale of businesses 7 (8) (14) Changes in economic assumptions (page 43, note 8) Investment variance (page 42, note 7) (72) 42 83 Loss on sale of businesses in 2004 (16) - - Discontinued operations in 2003 - 177 1,006 Profit before tax 1,564 1,682 2,666 2003 figures have been restated to reflect changes in the Group's segmental analysis following the introduction, in 2004, of the management of the Group's distribution channels as profit centres, and other changes in internal pricing arrangements. These changes have not resulted in any restatement to Group profit before tax. Page 1 of 47 LLOYDS TSB GROUP PERFORMANCE HIGHLIGHTS This analysis compares the half-year to 30 June 2004 to the corresponding period in 2003. Results - statutory - Profit before tax decreased by GBP118 million, or 7 per cent, to GBP1,564 million. - Profit attributable to shareholders decreased by GBP75 million, or 6 per cent, to GBP1,083 million. - Earnings per share decreased by 6 per cent to 19.4p. - Post-tax return on average shareholders' equity 22.1 per cent. - Total capital ratio 10.6 per cent, Tier 1 capital ratio 9.5 per cent. - Interim dividend of 10.7p per share (2003: 10.7p). Results - continuing operations excluding investment variance, changes in economic assumptions and loss on sale of businesses - Profit before tax increased by GBP174 million, or 12 per cent, to GBP1,645 million. - Earnings per share increased by 13 per cent to 20.6p. - Economic profit increased by 10 per cent to GBP710 million. - Post-tax return on average shareholders' equity 23.5 per cent. - Post-tax return on average risk-weighted assets increased to 1.95 per cent. Key achievements - continuing operations - The Group has continued to improve its market share in key product areas. - Good franchise growth with customer lending up by 9 per cent to GBP142 billion and customer deposits up by 4 per cent to GBP118 billion. - Income growth exceeded cost growth as strict cost control has been maintained in all businesses, (page 45, note 12). - Asset quality remains strong. - Capital ratios remain strong. Page 2 of 47 LLOYDS TSB GROUP PERFORMANCE HIGHLIGHTS - CONTINUING OPERATIONS Key achievements - UK Retail Banking - Strong balance growth in mortgages, credit cards, personal loans and current account deposits. - Mortgage balances increased by 13 per cent to GBP76.3 billion. - Credit card balances increased by 31 per cent to GBP7.2 billion, or by 14 per cent excluding the Goldfish acquisition. - Personal loan balances increased by 12 per cent to GBP10.0 billion. - Current account deposits increased by 10 per cent to GBP18.2 billion. - 20 per cent increase in sales from direct channels. - 13 per cent increase in quality customer current account recruitment. - Profit before tax, excluding customer redress provisions, increased by 3 per cent to GBP818 million. Key achievements - Insurance and Investments - New business contribution in Scottish Widows increased by 7 per cent. - Life and pensions new business margin increased to 24.3 per cent, from 23.4 per cent in the first half of 2003. - Improvements made in the bancassurance product offer, including new product launches. - 24 per cent increase in weighted sales in second quarter of 2004, compared to the first quarter of 2004. - Scottish Widows remains on track to pay a 2004 dividend to Lloyds TSB Group. - Profit before tax, excluding customer redress provisions, changes in economic assumptions and investment variance, increased by 10 per cent to GBP378 million. Key achievements - Wholesale and International Banking - Good progress in delivering our strategy of leveraging existing business and corporate customer relationships. - 10 per cent increase in corporate relationship banking income. - All businesses performing well; strong new business pipeline. - Strong market share growth in motor finance. - Cost control maintained. - Significant improvement in asset quality. - Improved capital efficiency - return on risk-weighted assets, excluding loss on sale of businesses, improved to 1.44 per cent, from 1.11 per cent in the first half of 2003. - Profit before tax, excluding loss on sale of businesses, increased by 26 per cent to GBP616 million. Page 3 of 47 LLOYDS TSB GROUP SUMMARY OF RESULTS Half-year to Half-year to 30 June Increase 31 December 2004 2003 (Decrease) 2003 Results - statutory GBPm GBPm % GBPm Total income 4,530 4,937 (8) 4,971 Operating expenses 2,363 2,627 (10) 2,546 Trading surplus 2,167 2,310 (6) 2,425 Provisions for bad and doubtful debts 442 470 (6) 480 Profit before tax 1,564 1,682 (7) 2,666 Profit attributable to shareholders 1,083 1,158 (6) 2,096 Economic profit (page 41, note 4) 643 788 (18) 1,705 Earnings per share (pence) 19.4 20.7 (6) 37.6 Post-tax return on average shareholders' equity (%) 22.1 28.1 48.3 Results - continuing operations, excluding investment variance, changes in economic assumptions and (loss) profit on sale of businesses Total income 4,595 4,528 1 4,624 Operating expenses 2,363 2,484 (5) 2,417 Trading surplus 2,232 2,044 9 2,207 Provisions for bad and doubtful debts 442 430 3 457 Profit before tax 1,645 1,471 12 1,591 Economic profit 710 647 10 682 Earnings per share (pence) 20.6 18.2 13 19.2 Post-tax return on average shareholders' equity (%) 23.5 n/a n/a Balance sheet GBPm GBPm GBPm Shareholders' equity 10,098 8,603 17 9,624 Net assets per share (pence) 178 152 17 170 Total assets 266,861 264,476 1 252,012 Loans and advances to customers 141,508 141,990 - 135,251 Customer deposits 118,300 121,433 (3) 116,496 Risk asset ratios % % % Total capital 10.6 10.1 11.3 Tier 1 capital 9.5 8.1 9.5 Shareholder value Closing market price per share (period-end) 431.75p 430p 448p Total market value of shareholders' equity GBP24.2bn GBP24.0bn GBP25.1bn Dividends per share 10.7p 10.7p 23.5p Page 4 of 47 LLOYDS TSB GROUP GROUP CHIEF EXECUTIVE'S REVIEW OF PERFORMANCE Lloyds TSB has continued to make good progress in implementing the key priorities that were set out in 2003 to provide the framework for profitable franchise growth. The Group's results for the first half of the year have been significantly affected by the impact of the overseas business disposals made in the second half of 2003. However the Group has continued to make financial and strategic progress in each of its three business areas, notwithstanding net interest margin pressures in the retail business. During the first half of 2004, statutory profit before tax decreased by GBP118 million, or 7 per cent, to GBP1,564 million, largely as a result of the impact of the overseas business disposals made last year and a negative investment variance in the Group's insurance businesses in the first half of 2004. Profit attributable to shareholders was 6 per cent lower at GBP1,083 million and earnings per share decreased by 6 per cent to 19.4p. The post-tax return on average shareholders' equity was 22.1 per cent. To enable meaningful comparisons to be made with prior periods it is appropriate to exclude the impact of business disposals, investment variances and changes in economic assumptions in the Group's insurance businesses. On this basis, profit before tax increased by GBP174 million, or 12 per cent, to GBP1,645 million. In key product areas the Group continued to grow market share, particularly in mortgages and credit cards. As a result, on a continuing operations basis, over the last twelve months customer lending grew by 9 per cent to GBP142 billion, and customer deposits increased by 4 per cent to GBP118 billion. On the same basis, the Group net interest margin was 2.89 per cent, compared to 2.92 per cent. The strong growth in lending and deposit volumes, however, ensured that this reduction in the Group net interest margin was more than compensated for by volume growth, resulting in an overall increase in net interest income from continuing operations of 7 per cent. As a result of the Group's constant focus on cost control the cost:income ratio improved to 51.4 per cent, compared with 52.7 per cent. Total income, on a consistent basis, increased by 6 per cent, whilst operating expenses increased by 3 per cent (page 45, note 12). Management priorities In 2003, the management team set a series of priorities to guide the Group and provide a framework to build the franchise. The three key themes are: - to manage actively the portfolio of businesses and to reduce risk and earnings volatility, - to maintain and build profitability, and, - to deliver profitable growth. We have continued to make good progress in each of these priorities and the main achievements over the last six months are summarised below. Page 5 of 47 LLOYDS TSB GROUP Managing the business portfolio Having disposed of a number of overseas businesses in 2003, the Group has now completed the disposal of its businesses in Panama and Guatemala, and the sale of the Group's business in Honduras, which remains subject to approval by regulatory authorities, is expected to be completed during the second half of 2004. In July 2004, the Group also announced the sale, subject to regulatory approvals, of its businesses in Argentina and Colombia. The Group's exposure to Latin America has been significantly reduced over the last twelve months, reducing potential sources of earnings volatility and allowing the Group to concentrate its resources on its core retail and corporate customer franchises. We have also continued to make progress in improving our risk management processes through effectively embedding the Group's new risk infrastructure and governance framework, improving our reporting of the Group's consolidated risk position, and enhancing our planning procedures. Credit quality is strong and we maintain tight control over risk positions and quality. We continue to build on our customer development programme designed to guide the organisation into building deeper long-term relationships which will both further strengthen our customer franchise and address the risks of regulatory censure. Maintaining and building profitability In our key financial measures of performance, during the first half of 2004 the Group's continuing operations, excluding investment variance, changes in economic assumptions and loss on sale of businesses, have delivered a 10 per cent increase in economic profit to GBP710 million, and a post-tax return on equity of 23.5 per cent. In all areas of our business the Group has continued to focus on capital efficient profit growth and, as a result, the Group's return on average risk-weighted assets, on the same basis, increased to 1.95 per cent, from 1.86 per cent in the first half of 2003. In our life assurance business we have continued to focus on more profitable and capital efficient business and, consequently, we have achieved increases in both the contribution from new business and in the life and pensions new business margin. Our cost performance continues to be strong and strict cost control remains a high priority throughout the Group. In the first half of 2004, operating expenses in the Group's continuing operations, excluding customer redress provisions, increased by 3 per cent. Our focus on reducing day-to-day operating costs has continued and during the last six months we have extended the use of our quality approach to process management to cover over 50 per cent of the Group's transactions. In the first half of the year the Group improved its quality measures and this has resulted in an improvement in both customer satisfaction and our operational efficiency. Asset quality has remained strong and the Group's charge for provisions for bad and doubtful debts, from continuing operations, improved to 0.63 per cent, compared to 0.66 per cent in the first half of last year. Non-performing lending as a percentage of total lending decreased to 0.8 per cent from 1.0 per cent 12 months ago, largely reflecting the improved quality of the Group's corporate lending portfolio. Page 6 of 47 LLOYDS TSB GROUP Delivering growth In UK Retail Banking we have focused our attention on delivering strong franchise growth during a period of extensive business re-engineering. During the first half of the year, the Group undertook a pilot in Central London which has significantly increased the autonomy and accountability of business managers within their local markets. The change has been accompanied by a move from just measuring sales volumes to measuring value creation. The results have already led to an improved performance in quality customer recruitment, new product sales and staff and customer service levels, and we will be managing all our branch network on this business model during the second half of 2004. There was strong growth in credit card balances, up 31 per cent, and in personal loan balances outstanding, up 12 per cent, (14 per cent and 11 per cent respectively excluding the impact of the Goldfish lending portfolios which were acquired in the second half of 2003). Current account deposit balances increased by 10 per cent. In the mortgages business net new lending was a record GBP5.5 billion, resulting in an estimated market share of net new lending of 10.4 per cent. These good levels of franchise growth were however partly offset by a reduction in the net interest margin. Costs remained tightly controlled and asset quality remains satisfactory. Excluding the GBP200 million provision for customer redress taken in the first half of 2003, pre-tax profit from UK Retail Banking increased by GBP25 million, or 3 per cent, to GBP818 million. In Insurance and Investments we have increased our focus on more profitable and capital efficient products and have seen good improvements in profitability in many product areas. The Group has continued its focus on multi-channel distribution and, in particular, has made progress in repositioning the Group's offer through the branch network. We have improved the efficiency of the salesforce, launched a number of new products specifically designed for distribution through the branch network, and are in the process of simplifying sales processes. Excluding investment variance, changes in economic assumptions and the GBP100 million provision for customer redress taken in the first half of 2003, pre-tax profits from Insurance and Investments increased by 10 per cent to GBP378 million. New business contribution increased by 7 per cent and the margin on new business increased to 24.3 per cent, from 23.4 per cent in the first half of 2003. Overall, weighted sales in the Group's life, pensions and unit trust businesses in the first half of 2004 were slightly lower at GBP354.6 million. There was however a 24 per cent increase in weighted sales in the second quarter of 2004, compared with the first quarter of 2004. In the Group's general insurance operations, continued growth in household insurance revenues, which increased by 8 per cent, was partly offset by a reduction in creditor insurance revenues. In Wholesale and International Banking, our key focus has been on leveraging our existing business and corporate customer franchises to deepen relationships. We have broadened our product range, and positive results are emerging from the closer co-ordination of our Corporate and Financial Markets businesses. The Wholesale Bank has delivered good performance in all major business units during the first half of 2004, and has improved capital efficiency and returns. Page 7 of 47 LLOYDS TSB GROUP The post-tax return on average risk-weighted assets for Wholesale and International continuing operations, excluding loss on sale of businesses, increased to 1.44 per cent from 1.11 per cent. Wholesale and International Banking pre-tax profit from continuing operations, excluding loss on sale of businesses, increased by 26 per cent to GBP616 million, largely as a result of an increase of 10 per cent in corporate relationship banking revenues, strong profit growth in the asset finance and development capital businesses and a reduction in provisions for bad and doubtful debts. The division has a strong new business pipeline going into the second half of the year. Capital position Over the last twelve months the Group's capital position has strengthened considerably. At 30 June 2004, the total capital ratio was 10.6 per cent (30 June 2003: 10.1 per cent) and the Tier 1 capital ratio was 9.5 per cent (30 June 2003: 8.1 per cent). The Group continues to plan for risk-weighted asset growth of mid-to-high single digits over the next few years, and expected profit retentions are sufficient to support this level of risk-weighted asset growth within the Group's current capital management policy. Scottish Widows remains one of the most strongly capitalised life assurance companies in the UK, and we remain satisfied with Scottish Widows' overall capital position calculated using the Financial Services Authority's new 'realistic' basis of balance sheet reporting. On a market consistent basis, we estimate a 'realistic' surplus within the long-term fund of Scottish Widows which is more than three times the required risk capital margin. Scottish Widows remains on track to pay a 2004 dividend to Lloyds TSB. The Group continues to generate strong cash flows from its banking operations and remains one of the most profitable major banks in the world. Lloyds TSB continues to be one of only two large commercially owned banks in the world, and the only UK bank, to have a 'triple A' rating from Moody's. The Group has a clear focus on delivering organic growth, however, we also wish to maintain the flexibility to make value enhancing 'in market' acquisitions such as Goldfish and the asset finance businesses. The Board has decided to maintain the interim dividend at 10.7p per share. Looking forward During the first half of 2004 we have continued to focus on growth, against a backdrop of substantial economic, regulatory and competitive pressures, and have made good progress in all key areas. The continuing evolution and implementation of our organic growth strategies through the targeted delivery of profitable top line revenue growth in excess of cost growth, should ensure the Group can successfully combine sustainable growth in economic profit and a continuing high return on equity. Despite the increasingly challenging external environment, we are establishing a track record of earnings growth and remain well positioned to deliver an improved trading performance in the second half of 2004 and beyond. J Eric Daniels Group Chief Executive Page 8 of 47 LLOYDS TSB GROUP SEGMENTAL ANALYSIS (unaudited) Half-year to Wholesale 30 June 2004 Insurance and Central and International UK Retail Investments Banking group Continuing Discontinued Banking items operations operations Total GBPm GBPm GBPm GBPm GBPm GBPm GBPm Net interest income 1,589 50 967 (168) 2,438 - 2,438 Other finance income - - - 19 19 - 19 Other income 767 582 785 4 2,138 - 2,138 Total income 2,356 632 1,752 (145) 4,595 - 4,595 Operating expenses 1,193 133 1,015 22 2,363 - 2,363 Trading surplus (deficit) 1,163 499 737 (167) 2,232 - 2,232 General insurance claims - 121 - - 121 - 121 Bad debt provisions 344 - 98 - 442 - 442 Amounts written off fixed asset investments - - 23 - 23 - 23 Share of results of joint ventures (1) - - - (1) - (1) Profit (loss) before tax* 818 378 616 (167) 1,645 - 1,645 Loss on sale of businesses - - (16) - (16) - (16) Changes in economic assumptions - 7 - - 7 - 7 Investment variance - (72) - - (72) - (72) Profit (loss) before tax 818 313 600 (167) 1,564 - 1,564 Half-year to Wholesale 30 June 2003+ Insurance and Central and International UK Retail Investments Banking group Continuing Discontinued Banking items operations operations Total GBPm GBPm GBPm GBPm GBPm GBPm GBPm Net interest income 1,515 39 898 (167) 2,285 286 2,571 Other finance income - - - 17 17 - 17 Other income 741 447 750 288 2,226 89 2,315 Total income 2,256 486 1,648 138 4,528 375 4,903 Operating expenses 1,354 133 991 6 2,484 143 2,627 Trading surplus 902 353 657 132 2,044 232 2,276 General insurance claims - 108 - - 108 - 108 Bad debt provisions 298 - 145 (13) 430 40 470 Amounts written off fixed asset investments - - 24 - 24 - 24 Share of results of joint ventures (11) - - - (11) - (11) Profit before tax* 593 245 488 145 1,471 192 1,663 Loss on sale of businesses - - - - - (15) (15) Changes in economic assumptions - (8) - - (8) - (8) Investment variance - 42 - - 42 - 42 Profit before tax 593 279 488 145 1,505 177 1,682 *excluding loss on sale of businesses, changes in economic assumptions and investment variance +restated (page 38, note 1) Page 9 of 47 LLOYDS TSB GROUP SEGMENTAL ANALYSIS (unaudited) Half-year to Wholesale 31 December 2003+ Insurance and Central and International UK Retail Investments Banking group Continuing Discontinued Banking items operations operations Total GBPm GBPm GBPm GBPm GBPm GBPm GBPm Net interest income 1,622 42 977 (182) 2,459 225 2,684 Other finance income - - - 17 17 - 17 Other income 792 534 811 11 2,148 53 2,201 Total income 2,414 576 1,788 (154) 4,624 278 4,902 Operating expenses 1,229 128 1,057 3 2,417 129 2,546 Trading surplus (deficit) 1,185 448 731 (157) 2,207 149 2,356 General insurance claims - 128 - - 128 - 128 Bad debt provisions 296 - 161 - 457 23 480 Amounts written off fixed asset investments - - 20 - 20 - 20 Share of results of joint ventures (11) - - - (11) - (11) Profit (loss) before tax* 878 320 550 (157) 1,591 126 1,717 Profit on sale of businesses - - - - - 880 880 Changes in economic assumptions - (14) - - (14) - (14) Investment variance - 83 - - 83 - 83 Profit (loss) before tax 878 389 550 (157) 1,660 1,006 2,666 *excluding profit on sale of businesses, changes in economic assumptions and investment variance +restated (page 38, note 1) PERIOD END ASSETS BY MAIN BUSINESSES 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm UK Retail Banking 96,843 85,651 90,541 Insurance and Investments* 9,728 9,400 9,844 Wholesale and International Banking (continuing operations) 109,386 105,427 101,286 Central group items 281 356 263 Total assets - continuing operations* 216,238 200,834 201,934 Discontinued operations - 15,951 - Total assets* 216,238 216,785 201,934 *excluding long-term assurance assets attributable to policyholders Page 10 of 47 LLOYDS TSB GROUP PERFORMANCE BY SECTOR UK Retail Banking (covering the Group's UK retail businesses, providing banking and financial services to personal customers; mortgages; and private banking) Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm Net interest income 1,589 1,515 1,622 Other income 767 741 792 Total income 2,356 2,256 2,414 Operating expenses: Before provisions for customer redress 1,193 1,154 1,229 Provisions for customer redress - 200 - 1,193 1,354 1,229 Trading surplus 1,163 902 1,185 Provisions for bad and doubtful debts 344 298 296 Share of results of joint ventures (1) (11) (11) Profit before tax 818 593 878 Profit before tax, before provisions for customer redress 818 793 878 Cost:income ratio, before provisions for customer redress 50.6% 51.2% 50.9% Total assets (period-end) GBP96.8bn GBP85.7bn GBP90.5bn Total risk-weighted assets (period-end) GBP57.6bn GBP51.9bn GBP54.1bn +restated (page 38, note 1) Profit before tax from UK Retail Banking increased by GBP225 million, or 38 per cent, to GBP818 million, compared to GBP593 million in the first half of 2003, supported by continued strong growth in the Group's consumer lending portfolios, particularly mortgages and credit cards, higher current account credit balances, a strict focus on cost control and the absence of a provision for customer redress. Excluding the impact of the GBP200 million provision for customer redress taken in the first half of 2003, profit before tax from UK Retail Banking increased by 3 per cent, as the good levels of franchise growth were partly offset by product margin erosion. Income growth of 4 per cent exceeded cost growth, excluding customer redress provisions, of 3 per cent. The UK Retail Banking strategy focuses on the delivery of tailored and personalised customer offers and products to recruit and retain quality customers by meeting their individual needs and deepening our relationship with them. Page 11 of 47 LLOYDS TSB GROUP UK Retail Banking (continued) As part of our focus on delivering value, we are becoming increasingly customer focused. All distribution channels are now profit centres, rather than cost centres, resulting in greater accountability for the distribution profit of all retail products including bancassurance products. We have fundamentally restructured our retail branch network through the establishment of 165 profit centred local markets, moving decision making closer to the customers and investing in more front line staff at the expense of regional and head office jobs. As part of this exercise, during the first half of 2004, we have focused on developing our business in the London and South East markets where Lloyds TSB is currently under represented. We have introduced commission based payments to our distribution channels for new business, and further improved our sales capabilities within our telephony and internet channels. We continue to leverage our multi-channel capability to provide convenient service to customers whilst migrating activities to lower cost channels where appropriate. More than 1.5 million customers are now active users of internet banking. Over the last six months, we have maintained or increased our leading market share in key product areas including personal loans, credit cards, mortgages and current accounts. Within personal loans, key initiatives include the use of behavioural and risk-based pricing, leveraging our data advantage to identify key target segments, enabling the Group to deliver more competitive pricing to quality customers and to price by distribution channel within the Lloyds TSB franchise, whilst continuing to avoid sub-prime lending. Customers are increasingly choosing to buy via direct channels and continued investment in our direct channel capabilities has supported good levels of business growth. In the first half of 2004, some 500,000 product sales were achieved through the internet channel, an increase of 27 per cent compared with the first half of 2003, and 160 million transactions were processed through internet banking, an increase of 28 per cent on the first half of 2003. Sales through direct channels represented 49 per cent of total sales in the first half of 2004. We have continued to grow the credit card franchise, in a highly competitive environment, through the use of multiple brands with flexible offers for targeted segments, whilst continuing to rationalise back office operations to improve efficiency and levels of customer service and satisfaction. The Group's 'Plus' range of interest-bearing current accounts continues to support the retention of high quality customers within the retail banking franchise, as well as enabling the Group to attract new-to-brand customers through a competitively priced offer. Quality customer current account recruitment increased by 13 per cent, compared with the first half of 2003, whilst quality current account attrition was 12 per cent lower reflecting the improvements which have been made in levels of service and customer satisfaction, together with the Group's improved range of personalised product offers. Lloyds TSB has maintained its clear market leadership in the added value current account market, with over 4 million customers. Page 12 of 47 LLOYDS TSB GROUP UK Retail Banking (continued) The popularity of the Premier Banking products for the mass affluent segment continues to grow, with some 41,000 customers selecting this offer since its launch in March 2003. This is complemented by a private banking service for high net worth customers. Half-year to Half-year to 30 June 31 December 2004 2003 2003 Mortgages GBPm GBPm GBPm Gross new mortgage lending GBP13.6bn GBP12.0bn GBP12.2bn Market share of gross new mortgage lending 9.4% 9.7% 7.9% Net new mortgage lending GBP5.5bn GBP4.8bn GBP3.5bn Market share of net new mortgage lending 10.4% 10.9% 6.1% Mortgages outstanding (period-end) GBP76.3bn GBP67.3bn GBP70.8bn Market share of mortgages outstanding 9.2% 9.3% 9.1% Gross new mortgage lending increased by 13 per cent to a record GBP13.6 billion, compared with GBP12.0 billion in the first half of 2003. Net new lending increased to GBP5.5 billion resulting in an estimated market share of net new lending of 10.4 per cent. Over the last 12 months, mortgage balances outstanding increased by 13 per cent to GBP76.3 billion. C&G continues to operate a successful multi-channel distribution strategy through the Lloyds TSB branch network, C&G branches, intermediaries, telephone and the internet. The Group continues to be one of the most efficient mortgage providers in the UK and C&G total costs as a percentage of mortgage assets were 0.5 per cent in the first half of 2004. C&G has a wide range of mainstream mortgage offers, enhanced by the launch of ' First Time Buyer' and 'Offset' products during the first half of 2004. C&G focuses on prime lending market segments, and has continued its policy of not exceeding a 95 per cent loan-to-value ratio on new lending. The average indexed loan-to-value ratio on the C&G mortgage portfolio was 42 per cent (30 June 2003: 44 per cent), and the average loan-to-value ratio for C&G mortgage business written during the first half of 2004 was 65 per cent (2003 first half: 65 per cent). At 30 June 2004, 88.6 per cent of C&G mortgage balances had an indexed loan-to-value ratio of less than 80 per cent and only 0.1 per cent of balances had a loan-to-value ratio in excess of 95 per cent. Asset quality remains strong. A slight improvement in arrears and the beneficial effect of house price increases have meant that bad debt provisions remained at low levels. New provisions were more than offset by releases and recoveries resulting in a GBP12 million net provisions release for the half-year, compared with a net release of GBP5 million in the first half of 2003. Page 13 of 47 LLOYDS TSB GROUP UK Retail Banking (continued) Half-year to Half-year to 30 June 31 December 2004 2003 2003 Provisions for bad and doubtful debts by product GBPm GBPm GBPm Personal loans/overdrafts 236 218 212 Credit cards 120 85 97 Mortgages (12) (5) (13) 344 298 296 Charge as a percentage of average lending* % % % Personal loans/overdrafts 4.34 4.44 4.08 Credit cards 3.51 3.34 3.08 Mortgages (0.03) (0.02) (0.04) *annualised Bad debt provisions increased by GBP46 million, or 15 per cent, to GBP344 million. GBP21 million of this increase reflected the acquisition in the second half of 2003 of the Goldfish credit card and personal lending portfolios and the residual increase largely reflected volume related asset growth in personal loan and credit card lending. The provisions charge as a percentage of average lending for personal loans and overdrafts fell to 4.34 per cent, from 4.44 per cent in the first half of 2003, while the charge in the credit card portfolio increased to 3.51 per cent, from 3.34 per cent in the first half of 2003. In the mortgages business, there was a net provision release of GBP12 million. Overall, the provisions charge as a percentage of average lending was 0.76 per cent, compared to 0.75 per cent in the first half of 2003. During the first half of 2004 there has been an increase in the level of complaints relating to sales and performance of certain endowment based savings products. The Group maintains provisions for customer redress in respect of these past product sales and, at 30 June 2004, these provisions had not been fully utilised. The Group will continue to review the adequacy of these provisions. Page 14 of 47 LLOYDS TSB GROUP Insurance and Investments (the life, pensions and unit trust businesses of Scottish Widows and Abbey Life; general insurance underwriting and broking; and Scottish Widows Investment Partnership) Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm Life, pensions and unit trusts Scottish Widows 256 226 192 Abbey Life 38 41 52 Provisions for customer redress - (100) - 294 167 244 General insurance 82 80 73 Operating profit from Insurance 376 247 317 Scottish Widows Investment Partnership 2 (2) 3 Profit before tax* 378 245 320 Profit before tax, before provisions for customer redress* 378 345 320 *excluding changes in economic assumptions and investment variance +restated (page 38, note 1) Profit before tax from Insurance and Investments, excluding changes in economic assumptions and investment variance, increased by GBP133 million, or 54 per cent, to GBP378 million, from GBP245 million in the first half of 2003. Profit before tax from our life, pensions and unit trust businesses increased by GBP127 million, or 76 per cent, to GBP294 million. The market for medium and long-term investments has continued to be adversely affected by uncertainties in global stock markets although, based on Scottish Widows' sales performance, there have been signs in the second quarter of 2004 of some confidence returning to the long-term savings and investment markets. Our strategy of increasing the Group's focus on more profitable and capital efficient business has resulted in an increase in market share in protection and specialist pension products whilst reducing emphasis on some lower return products such as individual stakeholder pensions. As a result, the life and pensions new business contribution rose by 7 per cent and the new business margin increased to 24.3 per cent from 23.4 per cent in the first half of 2003. Overall, weighted sales in the first half of 2004 were GBP354.6 million compared to GBP366.6 million in the first half of last year, a reduction of 3 per cent. In life and pensions, weighted sales increased by 3 per cent to GBP305.0 million whilst unit trust sales decreased by 31 per cent to GBP49.6 million. In the second quarter of 2004, however, the Group has delivered a significant increase of 24 per cent in weighted sales to GBP196.2 million compared to GBP158.4 million in the first quarter of 2004. This reflected growth of 29 per cent via Independent Financial Advisors, an increase of 55 per cent through direct channels, and 9 per cent growth in sales through the branch network. Page 15 of 47 LLOYDS TSB GROUP Insurance and Investments (continued) The Group's estimated share of the life and pensions market in the first quarter of 2004 increased to 6.7 per cent, from 6.4 per cent in the first quarter of 2003. However, as a result of lower sales of unit trusts and equity-based ISAs, the Group's estimated share of the life, pensions and unit trusts market in the first quarter of 2004 fell to 4.9 per cent, from 5.4 per cent in the first quarter of 2003. Scottish Widows remains, however, one of the leading unit trust and equity-based ISA providers in the UK. In the branch network, weighted sales were 12 per cent lower as a result of a significant reduction in the sales of single premium unit trusts. However, our market share of life and pensions in the branch network and direct distribution channels grew to 8.7 per cent in the first quarter of 2004, compared to 7.1 per cent in the first quarter of 2003. Profit before tax from general insurance, excluding investment variance, increased by GBP2 million, or 3 per cent, to GBP82 million as continued revenue growth from home insurance more than offset lower levels of creditor insurance. Sales from direct channels continued to grow, increasing by 9 per cent, compared to the first half of 2003. Pre-tax profit from Scottish Widows Investment Partnership (SWIP) increased to GBP2 million, reflecting more buoyant market conditions and increased revenues from new mandates. SWIP achieved a significant increase in gross new external mandates which totalled GBP1.5 billion during the first half of 2004, largely reflecting an increase in the number of institutional client mandates. SWIP is the tenth largest fund manager in the United Kingdom with GBP77 billion under management. Fixed income and property investment performance continues to be strong, and over the three year period to 30 June 2004, 68 per cent of retail assets under management achieved above median performance. SWIP is currently in the process of introducing a new fund range as a key component of Lloyds TSB's bancassurance strategy. Page 16 of 47 LLOYDS TSB GROUP Insurance and Investments (continued) Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Total new business premium income Regular premiums: Life - mortgage related 20.7 21.7 22.2 - non-mortgage related 19.0 28.0 23.4 Pensions 125.0 111.1 125.6 Health 2.3 3.2 2.7 Total regular premiums 167.0 164.0 173.9 Single premiums: Life 574.3 438.3 408.4 Annuities 234.5 271.4 241.1 Pensions 571.0 597.0 682.1 Total single premiums 1,379.8 1,306.7 1,331.6 External unit trust sales: Regular payments 18.1 22.0 19.0 Single amounts 315.6 499.5 407.8 Total external unit trust sales 333.7 521.5 426.8 Weighted sales (regular + 1/10 single) Life and pensions 305.0 294.7 307.0 Unit trusts 49.6 71.9 59.8 Life, pensions and unit trusts 354.6 366.6 366.8 Weighted sales by distribution channel Branch network 122.1 139.3 139.5 Independent financial advisors 198.3 197.5 194.1 Direct 33.9 28.9 32.7 Other, including International 0.3 0.9 0.5 Life, pensions and unit trusts 354.6 366.6 366.8 Group funds under management GBPbn GBPbn GBPbn Scottish Widows Investment Partnership 77 73 77 UK Wealth Management 11 10 11 International 14 16 15 102 99 103 Page 17 of 47 LLOYDS TSB GROUP Insurance and Investments (continued) Life, pensions and unit trusts Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm New business income 195 173 223 Life and pensions distribution costs (121) (104) (137) New business contribution 74 69 86 Existing business - expected return 132 133 150 - experience variances (13) - (16) - assumption changes and other items 6 (21) (54) - provisions for customer redress - (100) - 125 12 80 Development costs (4) (3) (10) Investment earnings 80 77 76 275 155 232 Unit trusts 32 32 30 Unit trust distribution costs (13) (20) (18) 19 12 12 Profit before tax* 294 167 244 Profit before tax, excluding provisions for customer redress* 294 267 244 New business margin (life and pensions) 24.3% 23.4% 28.0% *excluding changes in economic assumptions and investment variance +restated (page 38, note 1) New business income increased by 13 per cent as a result of a 3 per cent increase in weighted sales from life and pensions products and an increase in the life and pensions new business margin, as a result of an improved performance in the more profitable life products. The new business contribution increased by 7 per cent to GBP74 million. The life and pensions new business margin, defined as new business contribution divided by weighted sales, increased to 24.3 per cent, from 23.4 per cent in the first half of 2003. The improvement reflects our strategy to focus on more profitable and capital efficient business, improving the Group's product mix, particularly in moving to higher margin protection and specialist pension products. Profit before tax from existing business, excluding provisions for customer redress, increased by GBP13 million, or 12 per cent, to GBP125 million. The expected return from existing business, which largely reflects the unwinding of the long-term discount rate applied to the expected cash flows from the Group's portfolio of in-force business, was broadly unchanged at GBP132 million. During the first half of 2004, there was a reduction of GBP7 million from changes in actuarial assumptions and experience variances, compared to a reduction of GBP21 million in the first half of 2003. Page 18 of 47 LLOYDS TSB GROUP Insurance and Investments (continued) General insurance Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm Premium income from underwriting Creditor 55 52 52 Home 218 198 212 Health 16 22 21 Reinsurance premiums (13) (11) (11) 276 261 274 Commissions from insurance broking Creditor 166 190 161 Home 12 14 16 Health 9 8 8 Other 57 77 130 244 289 315 Distribution commissions to UK Retail Banking 272 298 320 Profit before tax* 82 80 73 *excluding investment variance +restated (page 38, note 1) Profit before tax, excluding investment variance, from our general insurance operations increased by GBP2 million, or 3 per cent, to GBP82 million. Premium income from underwriting increased by GBP15 million, or 6 per cent, largely as a result of higher home insurance income which increased by 10 per cent, largely as a result of an improvement in product margins and levels of business retention. Insurance broking commission income decreased by GBP45 million, as a result of a GBP24 million fall in income from creditor insurance and a GBP20 million reduction in other commissions, largely reflecting lower retrospective commissions. Telephone and internet sales continue to grow with a 9 per cent increase in gross written premiums from new policies sold through direct channels in the first half of 2004. Gross written premiums for new policies sold via the internet increased by 44 per cent. As a result of a lower level of branch network sales, distribution commissions to UK Retail Banking reduced by GBP26 million to GBP272 million. Claims were GBP13 million higher at GBP121 million, compared to the first half of 2003, reflecting higher values of underwritten business and higher weather related claims. The overall claims ratio remained low at 42 per cent but was slightly higher than in the first half of last year (40 per cent). Page 19 of 47 LLOYDS TSB GROUP Wholesale and International Banking (banking, treasury, structured finance, venture capital, acquisition finance, large value lease finance, share registration and stockbroking, long-term agricultural finance and other related services for major UK and multinational companies, financial institutions, and small and medium-sized UK businesses; Lloyds TSB Asset Finance; and banking and financial services overseas in The Americas and Europe and Offshore Banking worldwide). Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm Net interest income 967 898 977 Other income 785 750 811 Total income 1,752 1,648 1,788 Operating expenses 1,015 991 1,057 Trading surplus 737 657 731 Provisions for bad and doubtful debts 98 145 161 Amounts written off fixed asset investments 23 24 20 Profit before tax* - continuing operations 616 488 550 (Loss) profit on sale of businesses (16) (15) 880 Trading results of discontinued operations - 192 126 Profit before tax 600 665 1,556 Cost:income ratio* 57.9% 60.1% 59.1% Total assets (period-end) - continuing operations GBP109.4bn GBP105.4bn GBP101.3bn Total risk-weighted assets (period-end) - continuing operations GBP64.5bn GBP63.6bn GBP62.8bn *excluding (loss) profit on sale of businesses and trading results of discontinued operations +restated (page 38, note 1) Wholesale and International Banking pre-tax profit, excluding loss on sale of businesses and trading results of discontinued operations, increased by GBP128 million, or 26 per cent, to GBP616 million, from GBP488 million in the first half of 2003. This resulted from a strong performance from most major businesses, and a significantly enhanced focus on leveraging underexploited opportunities in our corporate franchises. Income growth of 6 per cent exceeded cost growth of 2 per cent, leading to an improvement in the cost:income ratio to 57.9 per cent. Our focus on capital efficiency has led to an increase in the post-tax return on average risk-weighted assets to 1.44 per cent compared with 1.11 per cent in the first half of 2003. In Wholesale, there was strong profit growth particularly in corporate banking, business banking and asset finance, and a reduction in provisions for bad and doubtful debts. Page 20 of 47 LLOYDS TSB GROUP Wholesale and International Banking (continued) Excluding the trading results of discontinued operations net interest income increased by GBP69 million, or 8 per cent, reflecting higher income from improved margins in corporate banking, business banking and the asset finance businesses, and strong growth in customer lending in asset finance. Other income increased by GBP35 million, largely as a result of a GBP27 million increase in the gains on realisation of venture capital investments by Lloyds TSB Development Capital. The charge for provisions for bad and doubtful debts decreased by GBP47 million to GBP98 million. The charge in Wholesale fell by GBP11 million to GBP134 million, as a result of a decrease in provisions from the corporate lending portfolio. In International Banking there was a credit of GBP36 million mainly reflecting a GBP30 million release from the general provision against the Group's exposures in Argentina. In Corporate Banking, profit before tax grew by 30 per cent from GBP164 million in the first half of 2003 to GBP214 million, reflecting an increase in the contribution from both relationship and transactional business driven by a combination of higher income, controlled costs, and a GBP20 million reduction in provisions. We continue to deepen existing customer relationships, with increased cross-selling income and referral activity, supported by the co-location of corporate relationship managers and Financial Markets sales teams in regional centres. During the first half of 2004, Lloyds TSB was the number one lead arranger of syndicated loans for investment-grade companies in the UK by number of deals, we have grown market share in acquisition finance, and we are seeing a strong pipeline of business across the structured finance product areas. In Financial Markets pre-tax profits were flat at GBP68 million, as income growth was offset by higher levels of investment spend, including a significant expansion of the regional salesforce, to support the delivery of our strategy to increase sales to corporate customers. Profit before tax in Business Banking grew by GBP10 million, or 19 per cent to GBP62 million, reflecting good income growth and tight control of costs. Customer deposits rose by 7 per cent to GBP10.8 billion and customer lending increased by 2 per cent to GBP5.7 billion. Business Banking continued to grow its customer franchise and the Group's share of the start-up market was 20 per cent in the first half of 2004. Pre-tax profit in Lloyds TSB Asset Finance increased by 46 per cent to GBP99 million, compared with GBP68 million in 2003, reflecting the continued profitable development of the motor and leisure, and personal and retail finance businesses. The motor and leisure business continues to be the largest independent lender in the UK motor and leisure point of sale market, and has performed strongly in a growing market, increasing market share to 20 per cent of the Finance & Leasing Association total car market. Personal and Retail Finance has also achieved increased market share. New business levels in these two divisions grew by 12 per cent and 21 per cent respectively in the first half of 2004. Page 21 of 47 LLOYDS TSB GROUP Wholesale and International Banking (continued) The new business environment for asset based lending provided by Lloyds TSB Commercial Finance remains more challenging, though good progress has been made in growing our existing business and corporate customer franchises, with an increased level of new business introductions. In International Banking, profit before tax, excluding the loss on sale of businesses and trading results of discontinued operations, increased by GBP46 million, or 77 per cent, to GBP106 million, partly as a result of a GBP30 million general provision release in Argentina, but also reflecting lower costs in Argentina and Paraguay and higher income in international private banking. Pre-tax profits in Offshore Banking increased by GBP3 million to GBP59 million, compared with GBP56 million in the first half of 2003. The Group completed the disposal of its businesses in Panama and Guatemala on 30 April 2004 and 4 June 2004 respectively resulting in a net loss on disposal of GBP3 million. The sale of the Group's business in Honduras, which remains subject to approval by the relevant regulatory authorities, is expected to be completed during the second half of 2004. In July 2004, the Group announced the sale of its businesses in Argentina and Colombia, subject to approval by the relevant regulatory authorities. As a result, a GBP13 million goodwill write-off has been recognised in the profit and loss account for the first half of 2004. Page 22 of 47 LLOYDS TSB GROUP Central group items (earnings on capital and the emerging markets debt investment portfolio, central costs and other unallocated items) Half-year to Half-year to 30 June 31 December 2004 2003+ 2003+ GBPm GBPm GBPm Accrual for payment to Lloyds TSB Foundations (16) (16) (15) Other finance income 19 17 17 Earnings on capital and the emerging markets debt investment portfolio (165) 140 (190) Central costs and other unallocated items (5) 4 31 (167) 145 (157) +restated (page 38, note 1) The four independent Lloyds TSB Foundations support registered charities throughout the UK that enable people, particularly disabled and disadvantaged, to play a fuller role in society. The Foundations receive 1 per cent of the Group's pre-tax profit, averaged over three years, instead of the dividend on their shareholdings, making them in aggregate one of the largest independent grant giving bodies in the UK. In the first half of 2004, the Group accrued GBP16 million for payment to the Lloyds TSB Foundations. Other finance income represents income from the expected return on the Group's pension fund assets less the charge for unwinding the discount on the pension fund liabilities. Earnings on capital and the emerging markets debt investment portfolio reflect earnings on capital held at the Group centre, less the funding cost of recent acquisitions, and profits from the Group's investment portfolio of emerging markets debt securities. During the first half of 2003 improved secondary bond market conditions allowed the Group to sell its remaining portfolio of emerging markets debt securities. Profits on bond sales, and certain closed foreign exchange positions, in the first half of 2003 totalled GBP295 million. Page 23 of 47 LLOYDS TSB GROUP INCOME Group net interest income Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Continuing operations Net interest income 2,438 2,285 2,459 Average balances Short-term liquid assets 254 2,598 2,317 Loans and advances 155,224 140,598 145,042 Debt securities 14,360 14,714 13,519 Total interest-earning assets 169,838 157,910 160,878 Net interest margin (%) 2.89 2.92 3.03 Statutory Net interest income 2,438 2,571 2,684 Total interest-earning assets 169,838 172,082 173,697 Financed by: Interest-bearing liabilities 162,559 164,454 166,753 Interest-free liabilities 7,279 7,628 6,944 Average rates % % % Gross yield on interest-earning assets 5.66 5.87 5.87 Cost of interest-bearing liabilities 2.90 2.99 2.92 Interest spread 2.76 2.88 2.95 Contribution of interest-free liabilities 0.13 0.13 0.12 Net interest margin 2.89 3.01 3.07 Group net interest income decreased by GBP133 million, or 5 per cent, to GBP2,438 million, largely as a result of the sale of a number of overseas businesses in the second half of 2003. On a continuing operations basis, net interest income increased by GBP153 million, or 7 per cent, and average interest-earning assets increased by 8 per cent to GBP170 billion. Within UK Retail Banking, continued strong growth led to increases of GBP2.8 billion in average personal lending and credit card balances and GBP8.0 billion in average mortgage balances. Within Wholesale and International Banking, average interest-earning assets increased by GBP763 million, largely reflecting growth in asset finance balances. The Group net interest margin from continuing operations decreased by 3 basis points, in part caused by lower margins earned in the Group's credit card, personal lending and mortgages portfolios as a result of competitive pressures, as well as mix and funding effects. This was partly offset however by higher corporate banking margins and a positive mix effect from strong growth in the asset finance businesses. Page 24 of 47 LLOYDS TSB GROUP Other income Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Fees and commissions receivable: UK current account fees 312 316 307 Other UK fees and commissions 620 569 604 Insurance broking 244 289 315 Card services 237 202 237 International fees and commissions 71 74 74 1,484 1,450 1,537 Fees and commissions payable (372) (326) (362) Dealing profits (before expenses): Foreign exchange income 85 140 83 Securities and other gains 43 255 34 128 395 117 Income from long-term assurance business 296 135 211 General insurance premium income 276 261 274 Other operating income 326 311 371 Total other income - continuing operations* 2,138 2,226 2,148 Investment variance (72) 42 83 Changes in economic assumptions 7 (8) (14) Discontinued operations - 89 53 Total other income 2,073 2,349 2,270 *excluding investment variance and changes in economic assumptions Other income from continuing operations, excluding investment variance and changes in economic assumptions, decreased by GBP88 million, or 4 per cent, to GBP2,138 million as a result of the absence of income totalling GBP301 million from the sale, in the first half of 2003, of the Group's portfolio of emerging markets debt bonds, and certain closed foreign exchange positions partly offset by the absence of a GBP100 million customer redress provision charged against income from long-term assurance business. Excluding these items other income increased by 6 per cent. From the Group's continuing operations, fees and commissions receivable increased by GBP34 million, or 2 per cent, to GBP1,484 million, largely reflecting good growth in other UK fees and commissions and higher income from credit and debit card services, which more than offset a reduction in insurance broking commissions. Other UK fees and commissions increased by GBP51 million, or 9 per cent, to GBP620 million. There was an increase of GBP9 million in mortgage related fees, reflecting the growth in new mortgage lending during the first half of the year, and an increase in fees from large corporate and factoring activity, reflecting increased transaction volumes. Page 25 of 47 LLOYDS TSB GROUP Other income (continued) Insurance broking commission income decreased by GBP45 million, partly as a result of a GBP24 million fall in income from creditor insurance, reflecting a reduction in sales through the branch network. Income from credit and debit card services increased by GBP35 million mainly as a result of a growth in interchange income, partly reflecting the acquisition of the Goldfish credit card portfolio in September 2003. Fees and commissions payable increased by GBP46 million as a result of a GBP27 million increase in commissions paid to motor dealers by the asset finance operation, reflecting the growth in the levels of new business, and higher costs relating to legal expenses and valuation fee incentives supporting the strong mortgage growth. Fees payable in respect of the credit and debit card business also increased, mainly reflecting volume growth and the acquisition of Goldfish. Dealing profits decreased by GBP267 million compared with the first half of 2003 as a result of the absence of gains on the sale of the emerging markets debt portfolio and certain closed foreign exchange positions. Income from long-term assurance business increased by GBP161 million, largely as a result of the absence of a customer redress provision which reduced income from long-term assurance business by GBP100 million in the first half of 2003. Premium income from general insurance underwriting increased by GBP15 million, or 6 per cent, to GBP276 million, compared to GBP261 million in the first half of 2003. This was largely as a result of growth in premiums from home insurance products, reflecting successful cross-selling to the Group's mortgage customers and the continued strength of the UK housing market, as well as an improvement in product margins and levels of business retention. Page 26 of 47 LLOYDS TSB GROUP OPERATING EXPENSES Operating expenses Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Administrative expenses: Staff: Salaries 877 832 843 National insurance 67 69 68 Pensions 165 156 186 Restructuring 5 10 45 Other staff costs 118 107 115 1,232 1,174 1,257 Premises and equipment: Rent and rates 138 137 134 Hire of equipment 9 10 7 Repairs and maintenance 64 61 62 Other 58 58 56 269 266 259 Other expenses: Communications and external data processing 207 194 217 Advertising and promotion 87 81 79 Professional fees 61 49 69 Provisions for customer redress - 200 - Other 196 191 193 551 715 558 Administrative expenses 2,052 2,155 2,074 Depreciation 289 311 322 Amortisation of goodwill 22 18 21 Total operating expenses - continuing operations 2,363 2,484 2,417 Discontinued operations - 143 129 Total operating expenses 2,363 2,627 2,546 Cost:income ratio 52.2% 53.2% 51.2% Cost:income ratio* 51.4% 52.7% 52.3% *continuing operations, excluding investment variance, changes in economic assumptions, customer redress provisions and sale of EMD bonds/certain closed foreign exchange positions in 2003 Page 27 of 47 LLOYDS TSB GROUP Operating expenses (continued) Total operating expenses decreased by GBP264 million, or 10 per cent, to GBP2,363 million compared to GBP2,627 million in the first half of 2003, reflecting a reduction of GBP143 million as a result of the disposal of a number of overseas businesses during 2003, and the absence of provisions for customer redress which in the first half of 2003 totalled GBP200 million. On a continuing operations basis, and excluding the customer redress provisions, operating expenses increased by GBP79 million, or 3 per cent, to GBP2,363 million. Staff costs were GBP58 million higher at GBP1,232 million largely reflecting higher salary costs. Professional fees increased by GBP12 million, to GBP61 million, due to greater use of external consultants on a number of major projects. Depreciation decreased by GBP22 million, largely as a result of a decrease of GBP26 million in operating lease depreciation. Goodwill amortisation was GBP4 million higher. The cost:income ratio was 52.2 per cent, compared to 53.2 per cent in the first half of 2003. On a continuing operations basis, excluding investment variance, changes in economic assumptions, customer redress provisions and the sale of emerging markets debt bonds and certain closed foreign exchange positions, the cost:income ratio improved to 51.4 per cent, compared to 52.7 per cent in the first half of last year. The Group has embarked on a programme of offshoring a number of its processing and back office operations. Our pilot operation in Bangalore has been running for over a year and has demonstrated that it is possible to provide customer service levels comparable to the UK. As a result, we have expanded the work we carry out in India and in May 2004 our telephony operations went live in Mumbai. Number of employees (full-time equivalent) Staff numbers increased by 212 to 71,821 during the first half of the year. Within UK Retail Banking staff numbers increased by 269, reflecting an increase in customer facing staff partly offset by a reduction in regional and head office staff. In Insurance and Investments there was a decrease of 184 staff, reflecting operational efficiencies within Scottish Widows and the general insurance business. In Wholesale and International Banking staff numbers increased by 55, largely to support the growth in new business volumes. 30 June 31 December 2004 2003 UK Retail Banking 44,576 44,307 Insurance and Investments 5,610 5,794 Wholesale and International Banking 19,809 19,754 Other 1,826 1,754 Total number of employees (full-time equivalent) 71,821 71,609 Page 28 of 47 LLOYDS TSB GROUP CREDIT QUALITY Charge for bad and doubtful debts Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm UK Retail Banking 344 298 296 Wholesale and International Banking - continuing operations 98 145 161 Central group items - (13) - Total charge - continuing operations 442 430 457 Discontinued operations - 40 23 Total charge 442 470 480 Specific provisions 477 466 480 General provisions (35) 4 - Total charge 442 470 480 Charge as % of average lending*: % % % UK Retail Banking 0.76 0.75 0.69 Wholesale and International Banking - continuing operations 0.39 0.59 0.63 Total charge - continuing operations 0.63 0.66 0.67 *annualised The total charge for bad and doubtful debts decreased by GBP28 million, or 6 per cent, to GBP442 million. From continuing operations, the provisions charge increased by GBP12 million, or 3 per cent, to GBP442 million. The charge within UK Retail Banking increased by GBP46 million largely as a result of the Goldfish acquisition and volume related growth in the personal loan and credit card portfolios. There was a net release of GBP12 million from the provisions held against the mortgages portfolio, compared to a net release of GBP5 million in the first half of 2003, mainly reflecting an increase in the value of the property held as security. In Wholesale and International Banking the provisions charge fell by GBP47 million to GBP98 million. The charge within Wholesale fell by GBP11 million as the level of new provisions required against corporate customers reduced. Within International Banking there was a credit of GBP36 million largely as a result of a release of GBP30 million from the general provision required against the Group's exposures in Argentina. The Group's charge for bad and doubtful debts, on a continuing operations basis, as a percentage of average lending decreased to 0.63 per cent, compared to 0.66 per cent in the first half of 2003. Page 29 of 47 LLOYDS TSB GROUP Movements in provisions for bad and doubtful debts Half-year to Half-year to Half-year to 30 June 2004 30 June 2003 31 December 2003 Specific General Specific General Specific General GBPm GBPm GBPm GBPm GBPm GBPm At beginning of period 1,313 382 1,334 433 1,385 437 Exchange and other adjustments (4) - 13 - (14) - Transfer from general to specific provisions 3 (3) - - 50 (50) Adjustments on acquisitions and disposals (2) - (1) - (48) (5) Advances written off (486) - (514) - (631) - Recoveries of advances written off in previous years 77 - 87 - 91 - Charge to profit and loss account: New and additional provisions 745 5 769 4 783 5 Releases and recoveries (268) (40) (303) - (303) (5) 477 (35) 466 4 480 - At end of period 1,378 344 1,385 437 1,313 382 1,722 1,822 1,695 Closing provisions as % of lending (excluding unapplied interest) Specific: Domestic 1,238 (0.9%) 1,081 (0.9%) 1,132 (0.9%) International 140 (2.3%) 304 (1.6%) 181 (2.8%) 1,378 (1.0%) 1,385 (0.9%) 1,313 (0.9%) General 344 (0.2%) 437 (0.3%) 382 (0.3%) Total 1,722 (1.2%) 1,822 (1.2%) 1,695 (1.2%) At the end of June 2004 provisions for bad and doubtful debts totalled GBP1,722 million. This represented 1.2 per cent of total lending (31 December 2003: 1.2 per cent). Non-performing lending increased to GBP1,225 million from GBP1,218 million in December 2003, largely reflecting general portfolio growth in the consumer lending portfolios. Non-performing lending represented 0.8 per cent of total lending, down from 0.9 per cent at 31 December 2003. At the end of the half-year, specific provisions represented over 100 per cent of non-performing loans (31 December 2003: over 100 per cent). Page 30 of 47 LLOYDS TSB GROUP CAPITAL RATIOS Risk asset ratios 30 June 31 December 2004 2003 GBPm GBPm Capital Tier 1 11,645 11,223 Tier 2 8,481 8,935 20,126 20,158 Supervisory deductions (7,115) (6,898) Total capital 13,011 13,260 Risk-weighted assets GBPbn GBPbn UK Retail Banking 57.6 54.1 Insurance and Investments 0.2 0.2 Wholesale and International Banking 64.5 62.8 Central group items 0.5 0.6 Total risk-weighted assets 122.8 117.7 Risk asset ratios Total capital 10.6% 11.3% Tier 1 9.5% 9.5% Half-year to Half-year to 30 June 30 June 2004 2003 Post-tax return on average risk-weighted assets 1.84% 1.91% Post-tax return on average risk-weighted assets - continuing operations* 1.95% 1.86% *excluding investment variance, changes in economic assumptions and profit (loss) on sale of businesses At the end of June 2004 the risk asset ratios were 10.6 per cent for total capital and 9.5 per cent for Tier 1 capital. During the first half of 2004, total capital for regulatory purposes decreased by GBP249 million to GBP13,011 million. Tier 1 capital increased by GBP422 million, mainly from retained profits, whilst Tier 2 capital reduced by GBP454 million, as a result of the repayment of Tier 2 capital instruments upon maturity. Supervisory deductions increased by GBP217 million, largely as a result of an increase in the Group's embedded value to GBP6,641 million, from GBP6,481 million in December 2003. Risk-weighted assets increased by 4 per cent to GBP122.8 billion, reflecting strong growth in consumer lending and mortgages in the UK and growth in lending within the asset finance businesses. The post-tax return on average risk-weighted assets, on a continuing operations basis, excluding investment variance, changes in economic assumptions and profit (loss) on sale of businesses, increased to 1.95 per cent, from 1.86 per cent the first half of 2003. Page 31 of 47 LLOYDS TSB GROUP CONSOLIDATED PROFIT AND LOSS ACCOUNT (unaudited) Half-year to Half-year to 30 June 30 June Continuing Discontinued operations operations Total 2004 2003 2003 2003 GBPm GBPm GBPm GBPm Interest receivable: Interest receivable and similar income arising from debt securities 189 208 37 245 Other interest receivable and similar income 4,595 4,112 652 4,764 Interest payable 2,346 2,035 403 2,438 Net interest income 2,438 2,285 286 2,571 Other finance income 19 17 - 17 Other income Fees and commissions receivable 1,484 1,450 59 1,509 Fees and commissions payable (372) (326) (17) (343) Dealing profits (before expenses) 123 397 30 427 Income from long-term assurance business 236 167 8 175 General insurance premium income 276 261 - 261 Other operating income 326 311 9 320 2,073 2,260 89 2,349 Total income 4,530 4,562 375 4,937 Operating expenses Administrative expenses 2,052 2,155 130 2,285 Depreciation 289 311 7 318 Amortisation of goodwill 22 18 6 24 Depreciation and amortisation 311 329 13 342 Total operating expenses 2,363 2,484 143 2,627 Trading surplus 2,167 2,078 232 2,310 General insurance claims 121 108 - 108 Provisions for bad and doubtful debts Specific 477 426 40 466 General (35) 4 - 4 442 430 40 470 Amounts written off fixed asset investments 23 24 - 24 Operating profit 1,581 1,516 192 1,708 Share of results of joint ventures (1) (11) - (11) Loss on sale of businesses (16) - (15) (15) Profit on ordinary activities before tax 1,564 1,505 177 1,682 Tax on profit on ordinary activities 449 428 63 491 Profit on ordinary activities after tax 1,115 1,077 114 1,191 Minority interests - equity 10 10 - 10 - non-equity 22 23 - 23 Profit for the period attributable to shareholders 1,083 1,044 114 1,158 Dividends 599 597 Profit for the period 484 561 Earnings per share 19.4p 20.7p Diluted earnings per share 19.3p 20.6p Page 32 of 47 LLOYDS TSB GROUP CONSOLIDATED BALANCE SHEET 30 June 30 June 31 December 2004 2003 2003 (unaudited) (unaudited) (audited) GBPm GBPm GBPm Assets Cash and balances at central banks 892 857 1,195 Items in course of collection from banks 1,879 2,433 1,447 Treasury bills and other eligible bills 142 3,577 539 Loans and advances to banks 26,891 18,306 15,547 Loans and advances to customers 141,508 141,990 135,251 Debt securities 26,421 28,682 28,669 Equity shares 351 230 458 Interests in joint ventures 53 38 54 Intangible assets 2,485 2,615 2,513 Tangible fixed assets 4,063 3,974 3,918 Other assets 2,983 5,609 3,944 Prepayments and accrued income 1,929 2,127 1,918 Long-term assurance business attributable to the shareholder 6,641 6,347 6,481 216,238 216,785 201,934 Long-term assurance assets attributable to policyholders 50,623 47,691 50,078 Total assets 266,861 264,476 252,012 Liabilities Deposits by banks 37,575 23,882 23,955 Customer accounts 118,300 121,433 116,496 Items in course of transmission to banks 765 981 626 Debt securities in issue 27,355 34,498 25,922 Other liabilities 4,889 8,422 7,007 Accruals and deferred income 3,074 3,458 3,206 Post-retirement benefit liability 2,097 2,168 2,139 Provisions for liabilities and charges: Deferred tax 1,361 1,269 1,376 Other provisions for liabilities and charges 358 532 402 Subordinated liabilities: Undated loan capital 5,850 6,063 5,959 Dated loan capital 3,933 4,733 4,495 Minority interests: Equity 47 47 44 Non-equity 536 696 683 583 743 727 Called-up share capital 1,419 1,417 1,418 Share premium account 1,144 1,121 1,136 Merger reserve 343 343 343 Profit and loss account 7,192 5,722 6,727 Shareholders' funds (equity) 10,098 8,603 9,624 216,238 216,785 201,934 Long-term assurance liabilities to policyholders 50,623 47,691 50,078 Total liabilities 266,861 264,476 252,012 Page 33 of 47 LLOYDS TSB GROUP OVERVIEW OF CONSOLIDATED BALANCE SHEET Review of balance sheet at 30 June 2004, compared to 31 December 2003 Assets Total assets increased by GBP14,849 million to GBP266,861 million, reflecting strong growth in loans and advances to banks and customers, partly offset by a reduction in debt securities. Cash and balances at central banks reduced by GBP303 million, or 25 per cent, to GBP892 million as cash balances held at the year-end are usually higher, to cater for anticipated demand over the year-end holiday period. Loans and advances to banks increased by GBP11,344 million to GBP26,891 million, largely reflecting an increase in reverse repos, partly replacing treasury bills and debt securities held for liquidity purposes, but also in relation to the Group's increased funding requirements. Loans and advances to customers increased by GBP6,257 million, or 5 per cent, to GBP141,508 million. This growth largely reflects strong growth in UK retail lending, particularly mortgages, credit cards and personal loans. Debt securities decreased by GBP2,248 million, or 8 per cent, to GBP26,421 million, largely reflecting the increased use of reverse repos for liquidity purposes. Intangible assets declined by GBP28 million to GBP2,485 million reflecting amortisation of GBP22 million and a charge of GBP10 million relating to the impairment of goodwill in Colombia. Tangible fixed assets increased by GBP145 million to GBP4,063 million reflecting net additions of GBP441 million, largely in relation to operating leases, offset by depreciation of GBP289 million. Other assets decreased by GBP961 million to GBP2,983 million, largely as a result of a decrease of GBP917 million in mark-to-market balances in respect of external derivatives. Long-term assurance business attributable to the shareholder increased by GBP160 million to GBP6,641 million reflecting the after tax profit in the Group's life assurance businesses. Page 34 of 47 LLOYDS TSB GROUP Assets (continued) 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Loans and advances to customers Domestic: Agriculture, forestry and fishing 2,075 2,089 2,025 Manufacturing 3,090 3,572 3,211 Construction 1,647 1,634 1,497 Transport, distribution and hotels 5,010 4,915 4,741 Property companies 4,808 4,222 4,577 Financial, business and other services 8,011 8,351 9,652 Personal : mortgages 76,316 67,316 70,750 : other 21,535 17,798 20,139 Lease financing 6,378 6,940 6,470 Hire purchase 4,829 4,453 4,701 Other 4,043 3,499 3,351 Total domestic 137,742 124,789 131,114 International: Latin America 425 1,470 557 New Zealand - 11,939 - United States of America 2,576 3,018 2,681 Europe 1,883 2,053 1,981 Rest of the world 611 586 623 Total international 5,495 19,066 5,842 143,237 143,855 136,956 Provisions for bad and doubtful debts* (1,707) (1,808) (1,677) Interest held in suspense* (22) (57) (28) Total loans and advances to customers 141,508 141,990 135,251 *figures exclude provisions and interest held in suspense relating to loans and advances to banks Liabilities Deposits by banks increased by GBP13,620 million to GBP37,575 million, largely reflecting increased repo funding to finance asset growth. Customer deposits increased by GBP1,804 million to GBP118,300 million, as growth of GBP2,331 million in current account credit balances was partly offset by reductions in some offshore deposits, and following completion of the sale of the Group's businesses in Panama and Guatemala. Page 35 of 47 LLOYDS TSB GROUP Liabilities (continued) Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Deposits - customer accounts Sterling: Non-interest bearing current accounts 3,173 2,420 3,115 Interest bearing current accounts 29,539 26,815 27,266 Savings and investment accounts 56,106 56,195 55,990 Other customer deposits 17,133 16,242 17,605 Total sterling 105,951 101,672 103,976 Currency 12,349 19,761 12,520 Total deposits - customer accounts 118,300 121,433 116,496 Debt securities in issue increased by GBP1,433 million to GBP27,355 million. Other liabilities decreased by GBP2,118 million to GBP4,889 million, as a result of a reduction of GBP1,510 million in mark-to-market balances in respect of external derivatives and a lower interim dividend accrual than that for the final dividend. Accruals and deferred income reduced by GBP132 million to GBP3,074 million as a result of lower interest payable. The post-retirement benefit liability decreased by GBP42 million to GBP2,097 million. The after-tax impact of cash contributions and other finance income more than offset the regular pensions cost. Provisions for liabilities and charges fell by GBP59 million to GBP1,719 million, largely reflecting cash payments against the customer remediation provision. Subordinated liabilities fell by GBP671 million to GBP9,783 million due to repayments of GBP500 million and exchange rate movements. Minority interests decreased by GBP144 million to GBP583 million, largely reflecting the termination of certain structured finance transactions. Shareholders' funds were up GBP474 million to GBP10,098 million, principally due to retentions. Page 36 of 47 LLOYDS TSB GROUP CONSOLIDATED CASH FLOW STATEMENT (unaudited) Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Net cash inflow (outflow) from operating activities 696 4,670 (3,898) Dividends received from associated undertakings - 5 - Returns on investments and servicing of finance: Dividends paid to equity minority interests (8) - (14) Payments made to non-equity minority interests (23) (40) (41) Interest paid on subordinated liabilities (loan capital) (298) (297) (303) Net cash outflow from returns on investments and servicing of finance (329) (337) (358) Taxation: UK corporation tax (344) (205) (393) Overseas tax (62) (119) (67) Total taxation (406) (324) (460) Capital expenditure and financial investment: Additions to fixed asset investments (6,113) (19,519) (15,901) Disposals of fixed asset investments 6,161 18,656 17,625 Additions to tangible fixed assets (637) (346) (432) Disposals of tangible fixed assets 115 154 133 Net cash (outflow) inflow from capital expenditure and (474) (1,055) 1,425 financial investment Acquisitions and disposals: Additions to interests in joint ventures - (6) (6) Acquisition of group undertakings and businesses (9) (1) (1,105) Disposal of group undertakings and businesses 17 - 2,382 Net cash inflow (outflow) from acquisitions and disposals 8 (7) 1,271 Equity dividends paid (1,314) (1,311) (597) Net cash (outflow) inflow before financing (1,819) 1,641 (2,617) Financing: Issue of subordinated liabilities (loan capital) - 533 - Cash proceeds from issue of ordinary share capital and sale of own shares held in respect of employee share schemes 10 26 6 Repayment of subordinated liabilities (loan capital) (500) (55) (20) Repayment of minority investment in subsidiaries (132) - - Capital element of finance lease rental payments - (1) - Net cash (outflow) inflow from financing (622) 503 (14) (Decrease) increase in cash (2,441) 2,144 (2,631) Page 37 of 47 LLOYDS TSB GROUP NOTES 1. Accounting policies and presentation Accounting policies are unchanged from 2003. The Group has not revised the valuation of its pension schemes to reflect the circumstances prevailing at 30 June 2004. In accordance with FRS 17 the valuations will be formally updated at the year-end. 2003 figures have been restated to reflect changes in the Group's segmental analysis following the introduction, in 2004, of the management of the Group's distribution channels as profit centres, and other changes in internal pricing arrangements. These changes have not resulted in any change to Group profit before tax. 2. Future accounting developments FRED 34 'Life Assurance' On 21 July 2004, the UK Accounting Standards Board ('ASB') issued an exposure draft of an accounting standard which will amend the basis of accounting for entities with a life assurance business. The exposure draft, which is in part a response to the concerns raised by the Penrose report into Equitable Life, proposes to change the way in which embedded value is calculated to exclude the effect of future investment margins and limit the value attributed to the contractual rights to future investment management fees to their fair value, as implied by a comparison with current fees charged by other market participants for similar services. It is also proposed that the liabilities of with-profits funds falling within the scope of the FSA's realistic capital regime should be incorporated into the balance sheet on this basis, including options and guarantees at their fair value, and a capital position statement provided setting out total available capital compared to regulatory requirements with a sensitivity analysis to changes in key variables. The ASB has requested comments on the exposure draft by early October and changes may be made to the proposals once these have been considered; it is expected that the resulting accounting standard will be effective for the 2004 full year results and is likely to require the figures for the first half of the year and prior periods to be restated. The ASB's proposals are currently being reviewed to assess the potential implications for the Group's accounts, although this exercise is not yet complete. Page 38 of 47 LLOYDS TSB GROUP 2. Future accounting developments (continued) International Accounting Standards ('IAS') Work continues throughout the Group in preparation for the adoption of IAS with effect from 1 January 2005 and good progress is being made. There remains some uncertainty since the European Commission has still not endorsed IAS 39, the Standard dealing with the recognition and measurement of financial instruments, following objections raised by a minority of member states. In the limited time remaining before implementation is due, it is not clear whether it will be possible to address all of these concerns leaving open the possibility of partial or non-endorsement. In overall terms, we expect that the introduction of IAS will lead to increased volatility in the Group's profit and loss account, although this will be mitigated by changes being considered to our hedging processes. The appearance of our accounts will also change as we will be required to consolidate our life assurance businesses on a line-by-line basis instead of the one-line basis of consolidation currently adopted. Discussions have been held with the FSA to obtain their initial views on the effects of IAS upon prudential regulation, and we believe that our capital position will remain satisfactory under the new regime. 3. Profit and loss account for the six months ended 31 December 2003 An analysis of the Group's consolidated profit and loss account by continuing operations and discontinued operations for the second half of 2003 is given below. Page 39 of 47 LLOYDS TSB GROUP CONSOLIDATED PROFIT AND LOSS ACCOUNT (unaudited) Half-year to 31 December Continuing Discontinued operations operations Total 2003 2003 2003 GBPm GBPm GBPm Interest receivable: Interest receivable and similar income arising from debt securities 181 26 207 Other interest receivable and similar income 4,372 561 4,933 Interest payable 2,094 362 2,456 Net interest income 2,459 225 2,684 Other finance income 17 - 17 Other income Fees and commissions receivable 1,537 53 1,590 Fees and commissions payable (362) (17) (379) Dealing profits (before expenses) 128 5 133 Income from long-term assurance business 269 9 278 General insurance premium income 274 - 274 Other operating income 371 3 374 2,217 53 2,270 Total income 4,693 278 4,971 Operating expenses Administrative expenses 2,074 117 2,191 Depreciation 322 6 328 Amortisation of goodwill 21 6 27 Depreciation and amortisation 343 12 355 Total operating expenses 2,417 129 2,546 Trading surplus 2,276 149 2,425 General insurance claims 128 - 128 Provisions for bad and doubtful debts Specific 457 23 480 General - - - 457 23 480 Amounts written off fixed asset investments 20 - 20 Operating profit 1,671 126 1,797 Share of results of joint ventures (11) - (11) Profit on sale of businesses - 880 880 Profit on ordinary activities before tax 1,660 1,006 2,666 Tax on profit on ordinary activities 503 31 534 Profit on ordinary activities after tax 1,157 975 2,132 Minority interests - equity 12 - 12 - non-equity 24 - 24 Profit for the period attributable to shareholders 1,121 975 2,096 Dividends 1,314 Profit for the period 782 Earnings per share 37.6p Diluted earnings per share 37.5p Page 40 of 47 LLOYDS TSB GROUP 4. Economic profit In pursuit of our aim to maximise shareholder value, we use a system of value based management as a framework to identify and measure value in order to help us make better business decisions. Accounting profit is of limited use as a measure of value creation and performance as it ignores the cost of the equity capital that has to be invested to generate the profit. We choose economic profit as a measure of performance because it captures both growth in investment and return. Economic profit represents the difference between the earnings on the equity invested in a business and the cost of the equity. Our calculation of economic profit uses average equity for the half-year and is based on a cost of equity of 9 per cent (2003: 9 per cent). Economic profit instils a rigorous financial discipline in determining investment decisions throughout the Group. It enables us to evaluate alternative strategies objectively, with a clear understanding of the value created by each strategy, and then to select the strategy which creates the greatest value. Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Average shareholders' equity 9,840 8,301 8,616 Profit attributable to shareholders 1,083 1,158 2,096 Less: notional charge (440) (370) (391) Economic profit 643 788 1,705 The notional charge has been calculated by multiplying average shareholders' equity by the cost of equity. 5. Earnings per share Half-year to Half-year to 30 June 31 December 2004 2003 2003 Basic Profit attributable to shareholders GBP1,083m GBP1,158m GBP2,096m Weighted average number of ordinary shares in issue 5,589m 5,581m 5,581m Earnings per share 19.4p 20.7p 37.6p Fully diluted Profit attributable to shareholders GBP1,083m GBP1,158m GBP2,096m Weighted average number of ordinary shares in issue 5,625m 5,617m 5,583m Earnings per share 19.3p 20.6p 37.5p Page 41 of 47 LLOYDS TSB GROUP 6. Tax The effective rate of tax was 28.7 per cent compared to an effective rate of tax of 29.2 per cent in the first half of 2003, and the standard UK corporation tax rate of 30 per cent. A reconciliation of the charge that would result from applying the standard UK corporation tax rate to profit before tax to the tax charge, is given below: Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Profit on ordinary activities before tax 1,564 1,682 2,666 Tax charge thereon at UK corporation tax rate of 30% 469 504 800 Factors affecting charge: Goodwill amortisation 5 5 4 Overseas tax rate differences (3) 3 (12) Gains exempted or covered by capital losses (6) 1 (277) Tax deductible coupons on non-equity minority interests (6) (6) (6) Life companies rate differences (3) (10) 26 Other items (7) (6) (1) Tax charge 449 491 534 7. Investment variance In accordance with generally accepted accounting practice in the UK, it is the Group's accounting policy to carry the investments comprising the reserves held by its life companies at market value. The reserves held to support the with-profits business of Scottish Widows are substantial and changes in market values will result in significant volatility in the Group's embedded value earnings, which are beyond the control of management. Consequently, in order to provide a clearer representation of the underlying performance, the results of the life and pensions, and general insurance businesses are separately analysed to include investment earnings calculated using longer-term investment rates of return. This investment variance represents the difference between the actual investment return in the year on investments backing shareholder funds and the expected return based upon the economic assumptions made at the beginning of the year, and the effect of these fluctuations on the value of in-force business. The effects of other changes in economic circumstances beyond the control of management are also reflected in the investment variance. The longer-term rates of return for the period are consistent with those used by the Group in the calculation of the embedded value at the beginning of the period, which were 7.45 per cent for equities and 4.85 per cent for Gilts. Page 42 of 47 LLOYDS TSB GROUP 7. Investment variance (continued) Lloyds TSB General Insurance also holds investments to support its underwriting business; these are carried at market value and gains and losses included within dealing profits. Consistent with the approach adopted for the life and pensions business, an operating profit for the general insurance business is calculated including investment earnings normalised using the same long-term rates of return. During the first half of 2004 there was a negative investment variance of GBP72 million, primarily as a result of the impact of a reduction in the value of fixed interest investments. 8. Changes in economic assumptions In accordance with the Association of British Insurers' detailed guidance for the preparation of figures using the achieved profits method of accounting the Group has reviewed the economic assumptions used in the embedded value calculations. The guidance requires that the assumptions should be reviewed at each reporting date. The main economic assumptions were revised at 30 June 2004 as follows: 30 June 31 December 2004 2003 % % Risk-adjusted discount rate (net of tax) 7.77 7.60 Return on equities (gross of tax) 7.69 7.45 Return on fixed interest securities (gross of tax) 5.09 4.85 Expenses inflation 3.90 3.80 9. Loss on sale of businesses During the first half of 2004, the Group disposed of its businesses in Panama and Guatemala and a loss of GBP3 million was recognised in the profit and loss account. In July 2004, the Group announced the sale of its businesses in Argentina and Colombia, subject to approval by the relevant regulatory authorities. As a result, a GBP13 million goodwill write-off has been recognised in the profit and loss account for the first half of 2004. During 2003, the Group disposed of a number of its overseas businesses and, as a result, a loss of GBP15 million was recognised in the Group's profit and loss account in the first half of 2003, and a net profit of GBP880 million was recognised in the second half of 2003. An itemised breakdown is provided below. Page 43 of 47 LLOYDS TSB GROUP 9. Loss on sale of businesses (continued) Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm French wealth management businesses - (15) - Brazilian businesses - - (41) The National Bank of New Zealand - - 921 Panama and Guatemala (3) - - Colombia (13) - - (16) (15) 880 10. Free Asset Ratio The free asset ratio is a common measure of financial strength in the UK for long-term insurance businesses. It is the ratio of assets less liabilities (including actuarial reserves but before the required regulatory minimum solvency margin) expressed as a percentage of the liabilities. At 30 June 2004, the free asset ratio of Scottish Widows plc was an estimated 14.0 per cent, compared with 13.6 per cent at 31 December 2003. After adjusting for the required regulatory minimum solvency margin, the Scottish Widows plc ratio, expressed as a percentage of total assets, was an estimated 8.7 per cent at 30 June 2004, compared with 8.3 per cent at 31 December 2003. 11. Reconciliation of movements in shareholders' funds Half-year to Year ended 30 June 31 December 2004 2003 GBPm GBPm Profit attributable to shareholders 1,083 3,254 Dividends (599) (1,911) Profit for the period 484 1,343 Currency translation differences on foreign currency net investments (17) 118 Actuarial losses recognised in post-retirement benefit schemes - (4) Issue of shares 9 45 Movements in relation to own shares (5) (2) Goodwill written-back on sale of businesses 3 181 Net increase in shareholders' funds 474 1,681 Shareholders' funds at beginning of period 9,624 7,943 Shareholders' funds at end of period 10,098 9,624 Page 44 of 47 LLOYDS TSB GROUP 12. Income and expenses reconciliation To facilitate comparisons with prior periods, certain income and expense comparisons have been made excluding discontinued operations, changes in economic assumptions, investment variance, customer redress provisions and the sale of emerging markets debt bonds and certain closed foreign exchange positions. Reconciliations are detailed below: Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Income, excluding discontinued operations, changes in economic assumptions, investment variance, customer redress provisions, and the sale of emerging markets debt bonds and certain closed foreign exchange positions 4,595 4,333 4,624 Discontinued operations - 375 278 Changes in economic assumptions 7 (8) (14) Investment variance (72) 42 83 Customer redress provisions - (100) - Sale of emerging markets debt bonds and certain closed foreign exchange positions - 295 - Total income 4,530 4,937 4,971 Half-year to Half-year to 30 June 31 December 2004 2003 2003 GBPm GBPm GBPm Expenses, excluding discontinued operations and customer redress provisions 2,363 2,284 2,417 Discontinued operations - 143 129 Customer redress provisions - 200 - Total operating expenses 2,363 2,627 2,546 Page 45 of 47 LLOYDS TSB GROUP 13. Dividend An interim dividend for 2004 of 10.7p per share (2003: 10.7p), will be paid on 6 October 2004. Shareholders who have already joined the dividend reinvestment plan will automatically receive shares instead of the cash dividend. Shareholders who have not joined the plan and wish to do so may obtain an application form from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA (telephone 0870 6003990). Key dates for the payment of the dividend are: Shares quoted ex-dividend 11 August Record date 13 August Final date for joining or leaving the dividend reinvestment plan 8 September Interim dividend paid 6 October 14. Other information Results for the half-year ended 30 June were approved by the directors on 29 July 2004. Statutory accounts for the year ended 31 December 2003 were delivered to the registrar of companies. The auditors' report on these accounts was unqualified and did not include a statement under sections 237(2) (accounting records or returns inadequate or accounts not agreeing with records and returns) or 237 (3) (failure to obtain necessary information and explanations) of the Companies Act 1985. Page 46 of 47 CONTACTS For further information please contact:- Michael Oliver Director of Investor Relations Lloyds TSB Group plc 020 7356 2167 E-mail: michael.oliver@ltsb-finance.co.uk Terrence Collis Director of Group Corporate Communications Lloyds TSB Group plc 020 7356 2078 E-mail: terrence.collis@lloydstsb.co.uk Copies of this news release may be obtained from Investor Relations, Lloyds TSB Group plc, 25 Gresham Street, London EC2V 7HN. The full news release can also be found on the Group's website - www.lloydstsb.com. Information about the Group's role in the community and copies of the Group's code of business conduct and its environmental report may be obtained by writing to Public Affairs, Lloyds TSB Group plc, 25 Gresham Street, London EC2V 7HN. This information is also available on the Group's website. Page 47 of 47 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LLOYDS TSB GROUP plc (Registrant) By: M D Oliver Name: M D Oliver Title: Director of Investor Relations Date: 30 July, 2004